PLYM 10-K Fiscal year ended Dec. 31, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 , 2023

or

☐	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 001-38106

PLYMOUTH INDUSTRIAL REIT, INC.

(Exact name of registrant in its charter)

Maryland	27-5466153
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification Number)

20 Custom House Street , 11 ^th Floor Boston , MA 02110

(Address of principal executive offices)

Registrant’s telephone number, including area code: (617) 340-3814

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	PLYM	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 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 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 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. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price reported on the NYSE on June 30, 2023) was $ 978,879,966 .

Shares held by all executive officers and directors of the registrant have been excluded from the foregoing calculation because such persons may be deemed to be affiliates of the registrant.

The number of shares of the registrant’s common stock outstanding as of February 19, 2024 was 45,382,076 .

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. The registrant expects to file its Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, 2023.

Plymouth Industrial REIT, Inc.

Table of Contents

ITEM		PAGE
	PART I
1.	Business	1
1A.	Risk Factors	5
1B.	Unresolved Staff Comments	27
1C.	Cybersecurity	27
2.	Properties	29
3.	Legal Proceedings	34
4.	Mine Safety Disclosures	34
	PART II
5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	35
6.	Reserved	36
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
7A.	Quantitative and Qualitative Disclosure about Market Risk	47
8.	Consolidated Financial Statements and Supplementary Data	47
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47
9A.	Controls and Procedures	47
9B.	Other Information	48
9C.	Holding Foreign Companies Accountable Act	48
	PART III
10.	Directors, Executive Officers and Corporate Governance	49
11.	Executive Compensation	49
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
13.	Certain Relationships and Related Transactions and Director Independence	49
14.	Principal Accountant Fees and Expenses	49
	PART IV
15.	Exhibits and Financial Statement Schedules	50
16.	Form 10-K Summary	51

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make statements in this Annual Report on Form 10-K that are forward-looking statements, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. Our forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward-looking statements. Additionally, unforeseen factors emerge from time to time, and we cannot predict which factors will arise or their ultimate impact on our business or the extent to which any such factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and may be affected by a variety of risks and factors including, without limitation:

	•	the general level of interest rates;
	•	financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
	•	the uncertainty and economic impacts of pandemics, epidemics or other public health emergencies or fear of such events, such as the outbreak of COVID-19, including, without limitation, its impact on the Company’s ability to pay common stock dividends and/or the amount and frequency of those dividends;
	•	the competitive environment in which we operate;
	•	real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;
	•	decreased rental rates or increasing vacancy rates;
	•	potential defaults on or non-renewal of leases by tenants;
	•	potential bankruptcy or insolvency of tenants;
	•	acquisition risks, including failure of such acquisitions to perform in accordance with projections;
	•	the timing of acquisitions and dispositions;
	•	potential natural disasters such as earthquakes, wildfires or floods;
	•	national, international, regional and local economic conditions;
	•	potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or real estate investment trust, or REIT, tax laws, and potential increases in real property tax rates;
	•	lack of or insufficient amounts of insurance;
	•	our ability to maintain our qualification as a REIT;
	•	litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and
	•	possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us.

Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Glossary

In this Annual Report on Form 10-K:

	•	“annualized rent” means the monthly base rent for the applicable property or properties as of December 31, 2023, multiplied by 12 and then multiplied by our percentage ownership interest for such property, where applicable, and “total annualized rent” means the annualized rent for the applicable group of properties;
	•	“capitalization rate” means the ratio of a property’s annual net operating income to its purchase price;
	•	“Company Portfolio” means the 156 distribution centers, warehouse, light industrial and small bay industrial properties which we wholly own as of December 31, 2023, and does not include our property management office located in Columbus, Ohio;
	•	“gateway markets” means gateway cities and the following six largest metropolitan areas in the U.S., each generally consisting of more than 300 million square feet of industrial space: Los Angeles, San Francisco, New York, Washington, DC, Miami and Seattle;
	•	“OP units” means units of limited partnership interest in our operating partnership;
	•	“our operating partnership” means Plymouth Industrial OP, LP, a Delaware limited partnership, and the subsidiaries through which we conduct substantially all of our business;
	•	“Plymouth,” “our company,” “we,” “us” and “our” refer to Plymouth Industrial REIT, Inc., a Maryland corporation, and its consolidated subsidiaries, except where it is clear from the context that the term only means Plymouth Industrial REIT, Inc., the issuer of the shares of Common and Preferred stock, in this annual report;
	•	“primary markets” means the following two metropolitan areas in the U.S., each generally consisting of more than 300 million square feet of industrial space: Chicago and Atlanta; and
	•	“secondary markets” means for our purposes non-primary markets, each generally consisting of between 100 million and 300 million square feet of industrial space, including the following metropolitan areas in the U.S.: Austin, Baltimore, Boston, Charlotte, Cincinnati, Cleveland, Columbus, Dallas, Detroit, Houston, Indianapolis, Jacksonville, Kansas City, Memphis, Milwaukee, Nashville, Norfolk, Orlando, Philadelphia, Pittsburgh, Raleigh/Durham, San Antonio, South Florida, St. Louis and Tampa.

Our definitions of primary and secondary markets may vary from the definitions of these terms used by investors, analysts or other industrial REITs.

PART I

Item 1. Business

Overview

We are a full service, vertically integrated, self-administered and self-managed REIT focused on the acquisition, ownership, management, redevelopment and development of single and multi-tenant industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties, located in primary and secondary markets, as well as select sub-markets, with access to large pools of skilled labor in the main industrial, distribution and logistics corridors of the United States. The Company was founded in March 2011 by Jeffrey Witherell and Pendleton White, Jr., each of whom have over 25 years of experience acquiring, owning and operating commercial real estate properties. We are a Maryland corporation and our common stock is publicly traded on the New York Stock Exchange under the symbol “PLYM”. Our headquarters and executive offices are located in Boston, Massachusetts. Additionally, we have regional offices in Columbus, Ohio, Jacksonville, Florida, Memphis, Tennessee, and Atlanta, Georgia.

We are structured as an umbrella partnership REIT, commonly called an UPREIT, and own substantially all of our assets and conduct substantially all of our business through Plymouth Industrial OP, LP, a Delaware limited partnership (the “Operating Partnership”). As of December 31, 2023, the Company owned a 98.9% equity interest in the Operating Partnership. Any net proceeds from our public offerings will be contributed to the Operating Partnership in exchange for OP units. Our interest in the Operating Partnership will generally entitle us to share in cash distributions from, and in the profits and losses of, our Operating Partnership in proportion to our percentage ownership. As the sole general partner of the Operating Partnership, we generally have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners.

As of December 31, 2023, the Company’s portfolio consists of 156 industrial properties (the “Company Portfolio”) comprising of 211 buildings located in twelve states with an aggregate of approximately 34.0 million rentable square feet. The Company Portfolio was 98.1% leased to 465 different tenants across 33 industry types as of December 31, 2023.

Investment Strategy

We intend to continue to focus on the acquisition of industrial properties located in primary and secondary markets, as well as select sub-markets, with access to large pools of skilled labor in the main industrial, distribution and logistics corridors of the United States, which we refer to as our target markets. We believe industrial properties in such target markets will provide superior and consistent cash flow returns at generally lower acquisition costs relative to replacement cost and to industrial properties in gateway markets. Further, we believe there is a greater potential for higher rates of appreciation in the value of industrial properties in our target markets relative to industrial properties in gateway markets.

We believe our target markets provide us with opportunities to acquire both stabilized properties generating favorable cash flows, as well as properties where we can enhance returns through leasing, value-add renovations, value-add redevelopment and ground-up development. We focus primarily on the following investments:

	•	single-tenant and multi-tenant industrial properties where tenants are paying below-market rents with near-term lease expirations that we believe have a high likelihood of renewal at market rents; and
	•	multi-tenant industrial properties that we believe would benefit from our value-add management approach to create attractive leasing options for our tenants, and as a result of the presence of smaller tenants, obtain higher per-square-foot rents.

We believe there are a significant number of attractive acquisition opportunities available to us in our target markets and that the fragmented ownership of industrial properties within our target markets and the complex operating requirements of the industrial properties we target generally make it more difficult for less-experienced or less-focused operators to access comparable investment opportunities on a consistent basis. While we will focus on investment opportunities in our target markets, we may make opportunistic acquisitions of industrial properties in other markets when we believe we can achieve attractive risk-adjusted returns.

We also intend to continue pursuing joint venture arrangements with institutional partners which could provide management fee income, a residual profit-sharing income and the ability to purchase properties out of the joint venture over time. Such joint ventures may involve investing in industrial assets that would be characterized as opportunistic or value-add investments. These may involve development or redevelopment strategies that may require significant up-front capital expenditures, lengthy lease-up periods and result in inconsistent cash flows. As such, these properties’ risk profiles and return metrics would likely differ from the non-joint venture properties that we target for acquisition.

Investment Criteria

We believe that our market knowledge, operations systems and internal processes allow us to efficiently analyze the risks associated with an asset’s ability to produce cash flow going forward. We blend fundamental real estate analysis with corporate credit analysis to make an assessment of probable cash flows that will be realized in future periods. We also use data-driven and event-driven analytics and primary research to identify and pursue emerging investment opportunities.

Our investment strategy focuses on industrial properties in primary and secondary markets, as well as select sub-markets, with access to large pools of skilled labor in the main industrial, distribution and logistics corridors of the United States for the following reasons:

	•	investment yields for industrial properties located in our target markets are often greater than investment yields on both industrial properties and other commercial property types located in gateway markets;
	•	we believe there is less competition for industrial properties in our target markets from institutional real estate buyers; our typical competitors are local investors who often do not have ready access to debt or equity capital;
	•	the industrial markets that we target are highly fragmented with complex operating requirements, which we believe makes it difficult for less-experienced or less-focused operators to access comparable investment opportunities on a consistent basis;
	•	we believe that there is a limited new supply of industrial space in our target markets;
	•	our target markets generally have less occupancy and rental rate volatility than gateway markets;
	•	we believe our target markets generally have more capital appreciation and growth potential at a lower cost basis than gateway markets; and
	•	we believe that the demand for e-commerce-related properties, or e-fulfillment facilities, will continue to grow and play a significant role in our investing strategy.

We seek to maximize our cash flows through proactive asset management. Our asset management team actively manages our properties in an effort to maintain high retention rates, lease vacant space, manage operating expenses and maintain our properties to an appropriate standard. In doing so, we have developed strong tenant relationships. We intend to leverage those relationships and market knowledge to increase renewals, achieve market rents, obtain early notification of departures to provide longer re-leasing periods and work with tenants to properly maintain the quality and attractiveness of our properties.

Our asset management team functions include strategic planning and decision-making, centralized leasing activities and management of third-party leasing companies. Our asset management team oversees property management activities relating to our properties which include controlling capital expenditures and expenses that are not reimbursable by tenants, making regular property inspections, overseeing rent collections and cost control and planning and budgeting activities. Tenant relations matters, including monitoring of tenant compliance with their property maintenance obligations and other lease provisions, will be handled by in-house personnel for most of our properties.

Financing Strategy

We intend to maintain a flexible and growth-oriented capital structure. We intend to use the net proceeds from our public offerings along with additional indebtedness to acquire industrial properties. Our additional indebtedness may include unsecured arrangements such as our revolving credit facility and term loans, or, secured arrangements such as a mortgage. We believe that we will have the ability to leverage newly-acquired properties with our long-term target debt-to-value ratio of less than 50%. We also anticipate using OP units to acquire properties from existing owners interested in tax-deferred transactions.

Competition

In acquiring our properties, we compete with other public industrial property sector REITs, income oriented non-traded REITs, private real estate fund managers and local real estate investors and developers. Historically, local real estate investors and developers have represented our dominant competition for acquisition opportunities, however, they do not typically have the same access to capital as afforded to us as a publicly traded entity. We also face significant competition in leasing available space to prospective tenants and in re-leasing space to existing tenants.

We believe we have a competitive advantage in sourcing attractive acquisitions because the competition for our target assets is primarily from local investors who are not likely to have ready access to debt or equity capital. In addition, our umbrella partnership real estate investment trust, or UPREIT, structure enables us to acquire industrial properties on a non-cash basis in a tax efficient manner through the issuance of OP units as full or partial consideration for the transaction. We will also continue to develop our large existing network of relationships with real estate and financial intermediaries. These individuals and companies give us access to significant deal flow—both those broadly marketed and those exposed through only limited marketing. The acquisition of properties will be transacted primarily from third-party owners of existing leased buildings and secondarily from owner-occupiers through sale-leaseback transactions.

Regulation

General

Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that we have the necessary permits and approvals to operate each of our properties.

Americans with Disabilities Act

Our properties must comply with Title III of the ADA to the extent that such properties are “public accommodations” as defined under the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Although we believe that the properties in the Company Portfolio in the aggregate substantially comply with present requirements of the ADA, and we have not received any notice for correction from any regulatory agency, we have not conducted a comprehensive audit or investigation of all of our properties to determine whether we are in compliance and therefore we may own properties that are not in compliance with the ADA.

ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or improvements to existing spaces are made, we will take steps to ensure compliance. Noncompliance with the ADA could result in additional costs to attain compliance, imposition of fines by the U.S. government or an award of damages or attorney’s fees to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations to achieve compliance as necessary.

Environmental Matters

The Company Portfolio is subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have the authority to require us, as owner of a contaminated property, to clean up the property, even if we did not know of or were not responsible for the contamination. These laws also apply to persons who owned a property at the time it became contaminated, and therefore, it is possible we could incur these costs even after we sell some of the properties we acquire. In addition to the costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow using the property as collateral or to sell the property. Under applicable environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment.

Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used.

We could be responsible for any of the costs discussed above. The costs to clean up a contaminated property, to defend against a claim, or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our stockholders. We usually require Phase I or similar environmental assessments by independent environmental consultants at the time of acquisition of a property. We generally expect to continue to obtain a Phase I or similar environmental site assessments by independent environmental consultants on each property prior to acquiring it. However, these environmental assessments may not reveal all environmental costs that might have a material adverse effect on our business, assets, results of operations or liquidity and may not identify all potential environmental liabilities.

We can make no assurances that (1) future laws, ordinances or regulations will not impose material environmental liabilities on us, or (2) the current environmental condition of our properties will not be affected by tenants, the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.

Insurance

We carry commercial property, liability and terrorism coverage on all the properties in the Company Portfolio under a blanket insurance policy. Generally, we do not carry insurance for certain types of extraordinary losses, including, but not limited to, losses caused by riots, war, earthquakes and wildfires unless the property is in a higher risk area for those events. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and standard industry practice, however, our insurance coverage may not be sufficient to fully cover all of our losses. In addition, our title insurance policies may not insure for the current aggregate market value of the Company Portfolio, and we do not intend to increase our title insurance coverage as the market value of the Company Portfolio increases.

Human Capital

As of December 31, 2023, we had forty-three full time employees. None of our employees are represented by a collective bargaining agreement.

We are committed to maintaining a work culture that treats all employees fairly and with respect, promotes inclusivity, provides equal opportunities for the professional development of our employees and advancement based on merit. As of December 31, 2023, females constituted approximately 40% of our workforce and 40% of our managerial employees. We intend to continue utilizing a multifaceted recruiting, talent development, and internal promotion strategy to expand the diversity of our employee base across all roles and functions.

To attract and retain top talent in our highly competitive industry, we have designed our compensation and benefits programs to provide an effective reward structure aligned with the achievement of key business objectives. Our employees are eligible for medical and dental insurance, a savings/retirement plan, disability insurance and receive restricted stock grants per the 2014 Incentive Plan.

Legal Proceedings

We are not currently a party, as plaintiff or defendant, to any material legal proceedings. From time to time, we may become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. There can be no assurance that these matters that may arise in the future, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

Our Corporate Information

Our principal executive offices are located at 20 Custom House Street, 11 ^th Floor, Boston, Massachusetts 02110. Our telephone number is (617) 340-3814. Our website is www.plymouthreit.com. We electronically file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports with the United States Securities and Exchange Commission (“SEC”). Access to those reports and other filings with the SEC may be obtained, free of charge from our website, www.plymouthreit.com or through the SEC’s website at www.sec.gov. These reports are available as soon as reasonably practicable after such material is electronically filed or furnished to the SEC.

Item 1A. Risk Factors

The following risk factors and other information in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, should be carefully considered. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we may currently deem immaterial also may impair our business operations. If any of the following or other risks occur, our business financial condition, operating results, cash flows and distributions, as well as the market price of our securities, could be materially adversely affected.

Summary of Risk Factors

Risks Related to Our Business and Operations:

	•	Our assets are concentrated in the industrial real estate sector, and our business could be materially and adversely affected by an economic downturn in that sector.
	•	We are subject to risks associated with single tenant leases, and the default by one or more tenants could materially and adversely affect our results of operations and financial results.
	•	We are subject to risks related to tenant concentration, which could materially adversely affect our cash flows, result of operations and financial condition.
	•	Our assets are geographically concentrated in two of our primary markets and ten of our secondary markets, which causes us to be especially susceptible to adverse developments in those markets.
	•	Our assets are comprised entirely of industrial properties located in primary and secondary markets, as well as select sub-markets, with access to large pools of skilled labor in the main industrial, distribution and logistics corridors of the United States, which subjects us to risks associated with concentrating the Company’s portfolio on such assets.

Risks Associated with Our Indebtedness:

	•	Debt service payments on our significant indebtedness may leave us with insufficient cash resources to operate our properties or pay dividends as current contemplated or necessary to maintain our REIT qualification.
	•	Continued increases in interest rates, or a prolonged period with rates at current levels, could adversely impact our financial condition, results of operations and cash flows.
	•	Our hedging strategies are subject to the risks that the counterparty fails to perform or that the contacts may not mitigate the risks related to our variable rate debt.
	•	Restrictive covenants in our debt instruments could restrict our operations and failure to comply with these restrictions could result in the acceleration of our debt.
	•	Unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire.
	•	Our existing loan agreements contain balloon payment obligations, which may materially and adversely affect our financial condition and our ability to make distributions.
	•	Our existing loan agreements are secured by various properties within our portfolio or the equity of our property-owning subsidiaries, so a default under any of these loan documents could result in a loss of the secured properties.

Risks Related to the Real Estate Industry and the Broader Economy:

	•	The illiquidity of real estate assets could significantly impede our ability to response to adverse changes in the performance of our properties and harm our financial results.
	•	Any resurgence of the COVID-19 pandemic or any unforeseen factor that emerges out of that pandemic or any other public health crisis could materially adversely affect our results of operations and financial results.
	•	Declining real estate valuations and impairment charges could materially adversely affect our financial condition and results of operations.
	•	Adverse economic conditions and any dislocations in the credit markets could materially adversely affect our financial condition and results of operations.

Risks Related to Our Organizational Structure:

	•	Our success depends on key personnel whose continued service is not guaranteed, and the departure of one or more of our key personnel could adversely affect our ability to manage our business and to implement our growth strategy.
	•	Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of the holders of the partnership interests of our operating partnership.
	•	Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law contain provisions that may delay, defer, or prevent a change of control transaction.
	•	Our charter contains certain ownership limits with respect to our stock.
	•	We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.

Risks Related to Our Status as a REIT:

	•	Failure to maintain our qualification as a REIT would have significant adverse consequences to us.
	•	If our operating partnership failed to qualify as a partnership or a disregarded entity for federal tax purposes, we would cease to qualify as a REIT.
	•	To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions.
	•	Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
	•	Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.

Risks Related to Our Business and Operations

Our portfolio is concentrated in the industrial real estate sector, and our business could be adversely affected by an economic downturn in that sector.

Our Company Portfolio is comprised entirely of industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties. This concentration may expose us to the risk of economic downturns in the industrial real estate sector to a greater extent than if our properties were more diversified across other sectors of the real estate industry. In particular, an economic downturn affecting the market for industrial properties could have a material adverse effect on our results of operations, cash flows, financial condition and our ability to pay distributions to our stockholders.

We are subject to risks associated with single-tenant leases, and the default by one or more tenants could materially and adversely affect our results of operations and financial condition.

We are subject to the risk that the default, financial distress or bankruptcy of a single tenant could cause interruptions in the receipt of rental revenue and/or result in a vacancy, which is likely to result in the complete reduction in the operating cash flows generated by the property leased to that tenant and may decrease the value of that property. In addition, a majority of our leases generally require the tenant to pay all or substantially all of the operating expenses normally associated with the ownership of the property, such as utilities, real estate taxes, insurance and routine maintenance. Following a vacancy at a single-tenant property, we will be responsible for all of the operating costs at such property until it can be re-let, if at all.

Our portfolio is geographically concentrated in two of our primary markets and ten of our secondary markets, which causes us to be especially susceptible to adverse developments in those markets.

In addition to general, regional, national, and international economic conditions, our operating performance is impacted by the economic conditions of the specific geographic markets in which we have concentrations of properties. Our wholly owned portfolio consists of holdings in the following markets (which accounted for the percentage of our total annualized rent indicated) as of December 31, 2023: Chicago (20.1%); Cleveland (12.3%); Memphis (11.8%); Jacksonville (10.4%); St. Louis (10.1%); Indianapolis (10.0%); Columbus (9.0%); Cincinnati (7.2%); Atlanta (6.5%); Boston (1.4%); Charlotte (0.8%); and Kansas City (0.4%). This geographic concentration could adversely affect our operating performance if conditions become less favorable in any of the markets in which we have a concentration of properties. We cannot assure you that any of our target markets will grow or that underlying real estate fundamentals will be favorable to owners and operators of industrial properties. Our operations may also be affected if competing properties are built in our target markets. Any adverse economic or real estate developments in our target markets, or any decrease in demand for industrial space resulting from the regulatory environment, business climate or energy or fiscal problems, could materially and adversely impact our financial condition, results of operations, cash flow, our ability to satisfy our debt service obligations and our ability to pay distributions to our stockholders.

Our portfolio is comprised of industrial properties in primary and secondary markets, as well as select sub-markets which subjects us to risks associated with concentrating our portfolio on such assets.

Our portfolio is comprised of industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties in primary and secondary markets, as well as select sub-markets. While we believe that industrial properties in our targeted markets have shown positive trends, we cannot give any assurance that these trends will continue. Any developments or circumstances that adversely affect the value of such industrial properties generally could have a more significant adverse impact on us than if our portfolio was diversified by asset type, which could materially and adversely impact our financial condition, results of operations and ability to make distributions to our stockholders.

Our business strategy depends on achieving revenue growth from anticipated increases in demand for industrial space in our target markets; accordingly, any delay or a weaker than anticipated economic recovery could materially and adversely affect us and our growth prospects.

Our business strategy depends on achieving revenue growth and capital appreciation from anticipated near-term growth in demand for industrial space in our target markets as a result of improving demographic trends and supply and demand fundamentals. As a result, any delay or a weaker than anticipated economic recovery, particularly in our target markets, could materially and adversely affect us and our growth prospects. Furthermore, even if economic conditions generally improve, we cannot provide any assurances that demand for industrial space in our target markets will increase from current levels. If demand does not increase in the near future, or if demand weakens, our future results of operations and our growth prospects could also be materially and adversely affected.

We may not be aware of characteristics or deficiencies involving any one or all of the properties that we acquire in the future, which could have a material adverse effect on our business.

Newly acquired properties may have characteristics or deficiencies unknown to us that could affect their valuation or revenue potential and such properties may not ultimately perform to our expectations. We cannot assure you that the operating performance of any newly acquired properties will not decline under our management. Any characteristics or deficiencies in any newly acquired properties that adversely affect the value of the properties or their revenue-generation potential could have a material adverse effect on our results of operations and financial condition.

We may be unable to renew leases, lease vacant space or re-lease space as leases expire.

Leases representing 13.4%, 23.2% and 16.7% of the rentable square footage of the industrial properties in our portfolio will expire in 2024, 2025 and 2026, respectively. We cannot assure you that our leases will be renewed or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that we will not offer substantial rent abatements, tenant improvements, early termination rights or below-market renewal options to attract new tenants or retain existing tenants. If the rental rates for our properties decrease, or if our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock could be adversely affected.

We may be unable to identify and complete acquisitions of properties that meet our investment criteria, which may have a material adverse effect on our growth prospects.

Our primary investment strategy involves the acquisition of industrial properties located in primary and secondary markets, as well as select sub-markets, with access to large pools of skilled labor in the main industrial, distribution and logistics corridors of the United States. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our investment criteria and are compatible with our growth strategies. We may be unable to acquire properties identified as potential acquisition opportunities. Our ability to acquire properties on favorable terms, or at all, may expose us to the following significant risks:

	•	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;
	•	even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy; and
	•	we may be unable to finance any given acquisition on favorable terms or at all.

If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock could be adversely affected. In addition, failure to identify or complete acquisitions of suitable properties could limit our growth.

Our acquisition activities may pose risks that could harm our business.

In connection with future acquisitions, we may be required to incur debt and expenditures and issue additional common stock, preferred stock, or units of limited partnership interest in our operating partnership, or OP units, to pay for the acquired properties. These acquisitions may dilute our stockholders’ ownership interests, delay or prevent our profitability and expose us to risks such as:

	•	the possibility that we may not be able to successfully integrate any future acquisitions into our portfolio;
	•	the possibility that senior management may be required to spend considerable time negotiating agreements and integrating acquired properties, diverting their attention from our other objectives;
	•	the possibility that we may overpay for a property;
	•	the possible loss or reduction in value of acquired properties; and
	•	the possibility of pre-existing undisclosed liabilities regarding acquired properties, including environmental or asbestos liability, for which our insurance may be insufficient or for which we may be unable to secure insurance coverage.

We cannot assure you that the price for any future acquisitions will be similar to prior acquisitions. If our revenue does not keep pace with these potential acquisition and expansion costs, we may incur net losses. There is no assurance that we will successfully overcome these risks or other problems encountered with acquisitions. See risk factor “—We are a holding company with no direct operations and, as such, we will rely on funds received from our operating partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our operating partnership and its subsidiaries.”

We may obtain limited or no warranties when we purchase a property, which increases the risk that we may lose invested capital in or rental income from such property.

The seller of a property will often sell such property in its “as is” condition on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. Also, many sellers of real estate are single-purpose entities without any other significant assets. The purchase of properties with limited warranties or from undercapitalized sellers increases the risk that we may lose some or all of our invested capital in the property as well as the loss of rental income from such property.

We face significant competition for acquisitions of industrial properties, which may reduce the number of acquisition opportunities available to us and increase the costs of these acquisitions.

The current market for acquisitions of industrial properties in our target markets continues to be extremely competitive. This competition may increase the demand for our target properties and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. We also face significant competition for attractive acquisition opportunities from an indeterminate number of investors, including publicly traded and privately held REITs, private equity investors and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices. This competition will increase if investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and/or reducing the rents we can charge and, as a result, adversely affecting our operating results.

Our future acquisitions may not yield the returns we expect.

Our future acquisitions and our ability to successfully operate the properties we acquire in such acquisitions may be exposed to the following significant risks:

	•	even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
	•	we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
	•	our cash flow may be insufficient to meet our required principal and interest payments;
	•	we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;

	•	we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;
	•	market conditions may result in higher-than-expected vacancy rates and lower than expected rental rates; and
	•	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.

If we cannot operate acquired properties to meet our financial expectations, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock could be materially and adversely affected.

We may not be able to successfully operate our business or generate sufficient cash flows to make or sustain distributions to our stockholders as a publicly traded company.

We may not be able to successfully operate our business or implement our operating policies and investment strategy as described in this prospectus. Failure to operate successfully as a listed public company, to develop and implement appropriate control systems and procedures in accordance with the Sarbanes-Oxley Act or maintain our qualification as a REIT would have an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our stock. Furthermore, we may not be able to generate sufficient cash flows to pay our operating expenses, service any debt we may incur in the future and make distributions to our stockholders. Our ability to successfully operate our business and implement our operating policies and investment strategy will depend on many factors, including:

	•	the availability of, and our ability to identify, attractive acquisition opportunities consistent with our investment strategy;
	•	our ability to contain renovation, maintenance, marketing, and other operating costs for our properties;
	•	our ability to maintain high occupancy rates and target rent levels;
	•	costs that are beyond our control, including title litigation, litigation with tenants, legal compliance, real estate taxes and insurance; interest rate levels and volatility, such as the accessibility of short- and long-term financing on desirable terms; and
	•	economic conditions in our target markets as well as the condition of the financial and real estate markets and the economy generally.

We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.

We compete with numerous developers, owners, and operators of real estate, many of whom own properties similar to ours in the same submarkets 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 existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer more substantial rent abatements, tenant improvements, early termination rights or below-market renewal options in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the value of, our stock could be adversely affected.

We may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, causing our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock to be adversely affected.

In order to attract and retain tenants, we may be required to make rent or other concessions to tenants, accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. Additionally, when a tenant at one of our properties does not renew its lease or otherwise vacates its space, it is likely that, in order to attract one or more new tenants, we will be required to expend funds for improvements in the vacated space. As a result, we may have to make significant capital or other expenditures in order to retain tenants whose leases expire and to attract new tenants in sufficient numbers. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or if capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases, which could have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock.

A substantial majority of the leases in our portfolio are with tenants who have non-investment grade credit ratings, which may result in our leasing to tenants that are more likely to default in their obligations to us than an entity with an investment grade credit rating.

A substantial majority of the leases in our portfolio are with tenants who have non-investment grade credit ratings. The ability of a non-investment grade tenant to meet its obligations to us cannot be considered as well assured as that of an investment grade tenant. All of our tenants may face exposure to adverse business or economic conditions which could lead to an inability to meet their obligations to us. However, non-investment grade tenants may not have the financial capacity or liquidity to adapt to these conditions or may have less diversified businesses, which may exacerbate the effects of adverse conditions on their businesses. Moreover, the fact that so many of our tenants are not investment grade may cause investors or lenders to view our cash flows as less stable, which may increase our cost of capital, limit our financing options, or adversely affect the trading price of our stock.

The actual rents we receive for our portfolio may be less than our asking rents, and we may experience lease roll down from time to time.

As a result of various factors, including competitive pricing pressure in our submarkets, adverse conditions in our target markets, a general economic downturn and a decline in the desirability of our properties compared to other properties in our submarkets, we may be unable to realize the asking rents for properties in our portfolio. In addition, the degree of discrepancy between our asking rents and the actual rents we are able to obtain may vary both from property to property and among different leased spaces within a single property. If we are unable to obtain rental rates comparable to our asking rents for the properties in our portfolio, our ability to generate cash flow growth will be negatively impacted. In addition, depending on fluctuations in asking rental rates at any given time, from time-to-time rental rates for expiring leases in our portfolio may be higher than starting rental rates for new leases.

Our acquisition of properties or portfolios of properties through tax-deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.

We have acquired, and in the future we may acquire, properties or portfolios of properties through tax-deferred contribution transactions in exchange for OP units, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we are able to deduct over the tax life of the acquired properties, and requires 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 limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.

Potential losses, including from adverse weather conditions and natural disasters, may not be covered by insurance.

We carry commercial property, liability, and terrorism coverage on all the properties in our portfolio under a blanket insurance policy, in addition to other coverages that may be appropriate for certain of our properties. We will select policy specifications and insured limits that we believe to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Some of our policies will be insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses, which could affect certain of our properties that are located in areas particularly susceptible to natural disasters. In addition, we may discontinue terrorism or other insurance on some or all of our properties in the future if the cost of premiums for any such policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. We do not carry insurance for certain types of extraordinary losses, such as loss from riots, war, earthquakes, and wildfires because such coverage may not be available or is cost prohibitive or available at a disproportionately high cost. As a result, we may incur significant costs in the event of loss from riots, war, earthquakes, wildfires, and other uninsured losses.

If we or one or more of our tenants experiences a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated.

We may not be able to rebuild our portfolio to its existing specifications if we experience a substantial or comprehensive loss of such properties.

In the event that 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. Further, reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of our properties.

We may be unable to sell a property if or when we decide to do so.

We expect to hold the various properties in our portfolio until such time as we decide that a sale or other disposition is appropriate. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting the industrial real estate market which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future disposition of our properties, we cannot assure you that we will be able to sell our properties at a profit in the future, which could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the value of, our stock.

Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct such defects or to make such improvements.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.

We have co-invested and may co-invest in the future with third parties through partnerships, joint ventures, or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such event, we have not been and would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflict of interest issues. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturers would have full control over the partnership or joint venture. In addition, prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest in the joint venture. If we become a limited partner or non-managing member in any partnership or limited liability company and such entity takes or expects to take actions that could jeopardize our company’s status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, in the current volatile credit market, the refinancing of such debt may require equity capital calls.

If we fail to implement and maintain an effective system of integrated internal controls, we may not be able to accurately report our financial results.

We are required to implement substantial control systems and procedures in order to maintain our qualification as a REIT, satisfy our periodic and current reporting requirements under applicable SEC regulations and comply with the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd Frank, and the NYSE or other relevant listing standards. As a result, we will incur significant legal, accounting, and other expenses, and our management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations and establish the corporate infrastructure and control systems and procedures demanded of a publicly traded REIT. These costs and time commitments could be substantially more than we currently expect.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, and result in a breach of the covenants under the agreements governing any of our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in the Company and the reliability of our financial statements. Confidence in the reliability of our financial statements could also suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of our stock.

Our growth depends on external 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 maintain our qualification 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 regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we intend to rely on third-party sources to fund our capital needs. We may not be able to obtain such financing on favorable terms or at all and any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:

	•	general market conditions;
	•	the market’s perception of our growth potential;
	•	our current debt levels;
	•	our current and expected future earnings;
	•	our cash flow and cash distributions; and
	•	the market price per share of our common stock.

In recent years, the capital markets have been subject to significant disruptions. If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our portfolio, satisfy our debt service obligations, or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

Risks Related to Our Indebtedness

We have significant indebtedness outstanding, which may expose us to the risk of default under our debt obligations.

Our total consolidated indebtedness as of December 31, 2023 consists of approximately $873.4 million of indebtedness. We may incur significant additional debt to finance future acquisition and development activities.

Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends currently contemplated or necessary to maintain our REIT qualification. Our level of debt 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 meet our required principal and interest payments;
	•	we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to 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 our original indebtedness;
	•	we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
	•	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.

If any one of these events were to occur, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock could be materially adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code of 1986, as amended, or the Code.

Continued increases in interest rates, or prolonged rates at current levels, could adversely impact our financial condition, results of operations and cash flows.

Our financial condition, results of operations and cash flows could be significantly negatively affected by increases in interest rates and other actions taken by the Federal Reserve or changes in the Secured Overnight Financing Rate (“SOFR”). The Federal Reserve raised interest rates by 525 basis points during the past two years. Future increases in market interest rates, or a prolonged period with rates at current levels, would increase our interest expense under our unhedged variable rate borrowings and would increase the costs of refinancing existing indebtedness or obtaining new debt. In addition, increases in market interest rates may result in a decrease in the value of our real estate and a decrease in the market price of our common stock. Increases in market interest rates may also adversely affect the securities markets generally, which could reduce the market price of our common stock without regard to our operating performance. Accordingly, unfavorable changes to our borrowing costs and stock price could significantly impact our ability to access new debt and equity capital going forward. At December 31, 2023, we had approximately $55.4 million (or 6.3% of our indebtedness then outstanding) in variable rate debt outstanding not hedged by interest rate swaps. If we are unable to enter into hedge agreements with respect to, or otherwise refinance, this indebtedness with acceptable terms, the ultimate impact of future interest rate increases could result in unanticipated reductions in our net operating income.

Our hedging strategies may not mitigate our risks associated with variable interest rates.

Changes in the interest rates on a material portion of our variable rate debt (69.3%) have been hedged by interest rate swap agreements. These derivative financial instruments involve certain risks, such as the risk of failure of the counterparty to perform under the terms of the contract, that these arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that such agreements are not legally enforceable. These instruments may also produce non-qualifying REIT income for purposes of REIT income tests. In addition, the nature, timing and costs of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. We cannot assure you that our hedging strategies and derivative financial instruments will adequately offset the risk of interest rate volatility or that such instruments will not result in losses that may adversely impact our financial condition.

Our existing loan agreements contain, and future indebtedness we incur may contain, various covenants, and the failure to comply with those covenants could materially and adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock.

Our existing loan agreements contain, and any future indebtedness we incur, including debt assumed pursuant to property acquisitions, may contain, certain covenants, which, among other things, restrict our activities, including, as applicable, our ability to sell the underlying property without the consent of the holder of such indebtedness, to repay or defease such indebtedness or to engage in mergers or consolidations that result in a change in control of our company. We may also be subject to financial and operating covenants. Failure to comply with any of these covenants would likely result in a default under the applicable indebtedness that would permit the acceleration of amounts due thereunder and under other indebtedness and foreclosure of properties, if any, serving as collateral therefor.

High mortgage rates and/or unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.

If mortgage debt is unavailable to us in the future at reasonable rates, we may not be able to finance the purchase of additional properties or refinance our properties on favorable terms or at all. If interest rates are higher when we refinance our properties, our income could be reduced. If any of these events occur, our cash flow could be reduced. This, in turn, could reduce cash available for distribution to our stockholders and materially and adversely affect our ability to raise more capital by issuing additional equity securities or by borrowing more money.

Our existing loan agreements, and some of our future financing arrangements are expected to, involve balloon payment obligations, which may materially and adversely affect our financial condition and our ability to make distributions.

Our existing loan agreements require, and some of our future financing arrangements may, require us to make a lump-sum or “balloon” payment at maturity. Our ability to satisfy a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell property securing such financing. At the time the balloon payment is due, we may or may not be able to refinance the existing financing on terms as favorable as the original loan or sell the property at a price sufficient to satisfy the balloon payment. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. In addition, payments of principal and interest made to service our debts may leave us with insufficient cash to pay the distributions that we are required to pay to maintain our qualification as a REIT.

Certain loan agreements are secured by various properties within our portfolio, so a default under any of these loan documents could result in a loss of the secured properties.

Certain loan agreements are secured by a first lien mortgage on various properties within our portfolio. A default under certain of the loan agreements could result in the foreclosure on all, or a material portion, of the properties within our portfolio, which could leave us with insufficient cash to make debt service payments under our loan agreements and to make distributions to our stockholders.

Our existing loan agreements restrict our ability to engage in some business activities, which could put us at a competitive disadvantage and materially and adversely affect our results of operations and financial condition.

Our existing loan agreements contain customary negative covenants and other financial and operating covenants that, among other things:

	•	restrict our ability to incur additional indebtedness;
	•	restrict our ability to dispose of properties;
	•	restrict our ability to make certain investments;
	•	restrict our ability to enter into material agreements;
	•	limit our ability to make capital expenditures;
	•	require us to maintain a specified amount of capital as guarantor;
	•	restrict our ability to merge with another company;
	•	restrict our ability to make distributions to stockholders; and
	•	require us to maintain financial coverage and leverage ratios.

These limitations could restrict our ability to engage in some business activities, which could materially and adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock. In addition, debt agreements we enter into in the future may contain specific cross-default provisions with respect to specified other indebtedness, giving the lenders the right to declare a default if we are in default under other loans in some circumstances.

Future mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan 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 imposed by the Code.

Risks Related to the Real Estate Industry and the Broader Economy

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

The real estate investments made, and to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and 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 objectives 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. Our ability to dispose of one or more properties within a specific time period is subject to the possible weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

In addition, 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 forego 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, which may adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock.

Our performance and value are subject to risks associated with real estate assets and the real estate industry.

Our ability to pay expected dividends to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events include many of the risks set forth above under “—Risks Related to Our Business and Operations,” as well as the following:

	•	local oversupply or reduction in demand for industrial space;
	•	adverse changes in financial conditions of buyers, sellers, and tenants of properties;
	•	vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options, and the need to periodically repair, renovate and re-lease space;
	•	increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;
	•	civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, floods, and wildfires, which may result in uninsured or underinsured losses;
	•	decreases in the underlying value of our real estate;
	•	changing submarket demographics; and
	•	changing traffic patterns.

In addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases, which would adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock.

The resurgence of the COVID-19 pandemic or any unforeseen factor that emerges out of that pandemic or otherwise could materially adversely affect our results of operations and financial results.

The COVID-19 pandemic severely impacted global economic activity, caused significant volatility in and negative pressure on the financial markets and has had adverse effects on almost every industry, directly or indirectly. A number of our tenants have been impacted by precautionary health measures as they either temporarily closed down their operations or scaled back activity in order to comply, causing a strain on their ability to generate revenue.  As such, our future operations may be adversely impacted if our tenants are unable to generate revenue and pay their rent due as a result of any actions taken to contain or treat the impact of COVID-19.  The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted.

Any resurgence of the COVID-19 pandemic or any future pandemic, epidemic or outbreak of infectious disease could have material and adverse effects on our business, financial condition, operating results, and cash flows due to, among other factors, the following:

	•	governmental authorities requiring the closure of offices or other businesses or instituting quarantines of personnel as a result of, or in order to avoid, exposure to a contagious disease;
	•	disruption in supply and delivery chains;
	•	a general decline in business activity and demand for real estate;
	•	the repurposing or redevelopment of properties made obsolete by the pandemic;
	•	reduced economic activity, general economic decline, or recession, which may impact our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to make rent payments to us timely, or at all, or to otherwise seek modifications of their lease obligations;

	•	difficulty accessing debt and equity capital on attractive terms, or at all, and a significant disruption and instability in global financial markets or deteriorations in credit and financing conditions, which may affect our access to capital to fund business operations or address maturing liabilities on a timely basis; and
	•	the potential negative impact on the health of our personnel, particularly if a significant number of our employees are impacted, which may result in a deterioration of our ability to maintain business continuity during a disruption.

The COVID-19 pandemic did not have a significant negative impact on our operations for the year ended December 31, 2023. We did not enter into any rent deferrals or rent abatements as a result of the pandemic during the year ended December 31, 2023.

Additional unforeseen factors may emerge from time-to-time, and we cannot predict which factors will arise or their ultimate impact on our operations or the extent to which any such factor, or combination of factors, may cause actual results to differ materially from anticipated results.  Any further downward changes in the economy, whether local, national or global, resulting from COVID-19 or some other unforeseen event, could materially adversely affect the value of our properties and our financial condition and results of operations.

Any real estate development and redevelopment activities are subject to risks particular to development and redevelopment.

We may engage in development and redevelopment activities with respect to certain properties. To the extent that we do so, we will be subject to the following risks associated with such development and redevelopment activities:

	•	unsuccessful development or redevelopment opportunities could result in direct expenses to us;
	•	construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;
	•	time required to complete the construction or redevelopment of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
	•	contractor and subcontractor disputes, strikes, labor disputes or supply disruptions;
	•	failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
	•	delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;
	•	occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
	•	our ability to dispose of properties developed or redeveloped with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and
	•	the availability and pricing of financing to fund our development activities on favorable terms or at all.

These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development or redevelopment activities once undertaken, any of which could have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock.

Declining real estate valuations and impairment charges could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock.

We intend to review the carrying value of our properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. We intend to base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the property’s use and eventual disposition on an undiscounted basis. We intend to consider factors such as future operating income, trends, and prospects, as well as the effects of leasing demand, competition and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property.

Impairment losses have a direct impact on our operating results because recording an impairment loss results in an immediate negative adjustment to our operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the assumptions used in our impairment analysis. Impairment charges could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock.

Adverse economic conditions and the dislocation in the credit markets could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock.

Ongoing challenging economic conditions have negatively impacted the lending and capital markets, particularly for real estate. The capital markets have experienced significant adverse conditions in recent years, including a substantial reduction in the availability of, and access to, capital. The risk premium demanded by lenders has increased markedly, as they are demanding greater compensation for risk, and underwriting standards have been tightened. In addition, failures and consolidations of certain financial institutions have decreased the number of potential lenders, resulting in reduced lending sources available to the market. These conditions may limit the amount of indebtedness we are able to obtain and our ability to refinance our indebtedness and may impede our ability to develop new properties and to replace construction financing with permanent financing, which could result in our having to sell properties at inopportune times and on unfavorable terms. If these conditions continue, our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock could be materially adversely affected.

The lack of availability of debt financing may require us to rely more heavily on additional equity issuances, which may be dilutive to our current stockholders, or on less efficient forms of debt financing. Additionally, the limited amount of financing currently available may reduce the value of our properties and limit our ability to borrow against such properties, which could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock.

Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.

We have acquired, and may continue to acquire, properties in markets that are new to us. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures.

We may choose not to distribute the proceeds of any sales of real estate to our stockholders, which may reduce the amount of our cash distributions to stockholders.

We may choose not to distribute any proceeds from the sale of real estate investments to our stockholders. Instead, we may elect to use such proceeds to:

	•	acquire additional real estate investments;
	•	repay debt;
	•	buy out interests of any partners in any joint venture in which we are a party;
	•	create working capital reserves; or
	•	make repairs, maintenance, tenant improvements or other capital improvements or expenditures on our other properties.

Any decision to retain or invest the proceeds of any sales, rather than distribute such proceeds to our stockholders may reduce the amount of cash distributions you receive on your stock.

Uninsured losses relating to real property may adversely affect your returns.

We attempt to ensure that all of our properties are adequately insured to cover casualty losses. However, there are certain losses, including losses from floods, earthquakes, wildfires, acts of war, acts of terrorism or riots, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenue in these properties and could potentially remain obligated under any recourse debt associated with the property. Moreover, we, as the general partner of our operating partnership, generally will be liable for all of our operating partnership’s unsatisfied recourse obligations, including any obligations incurred by our operating partnership as the general partner of joint ventures. Any such losses could adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future. We evaluate our insurance coverage annually in light of current industry practice through an analysis prepared by outside consultants.

Our property taxes could increase due to property tax rate changes or reassessment, which could adversely impact our cash flows.

Even if we maintain our qualification as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. The amount of property taxes we pay in the future may increase substantially from what we have paid in the past. If the property taxes we pay increase, our cash flow would be adversely impacted to the extent that we are not reimbursed by tenants for those taxes, and our ability to pay any expected dividends to our stockholders could be adversely affected.

Existing conditions at some of our properties may expose us to liability related to environmental matters.

Independent environmental consultants conducted a Phase I or similar environmental site assessment of our properties at the time of their acquisition or in connection with subsequent financings. Such Phase I or similar environmental site assessments are limited in scope and may not include or identify all potential environmental liabilities or risks associated with the relevant properties. We have not obtained and do not intend to obtain new or updated Phase I or similar environmental site assessments, which may expose us to liability related to unknown or unanticipated environmental matters. Unless required by applicable laws or regulations, we may not further investigate, remedy, or ameliorate the liabilities disclosed in the existing Phase I or similar environmental site assessments and this failure may expose us to liability in the future.

We could incur significant costs related to government regulation and litigation over environmental matters.

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 the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating to or from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could exceed the value of the property and/or our aggregate assets. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal, property, or natural resources damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites 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 property may be used or businesses may be operated, and these restrictions may require substantial expenditures.

Some of the properties in our portfolio have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials.

From time to time, we may acquire properties with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. We perform a Phase I environmental site assessment at any property we are considering acquiring. In connection with certain financing transactions our lenders have commissioned independent environmental consultants to conduct Phase I environmental site assessments on the properties in our portfolio. However, we have not always received copies of the Phase I environmental site assessment reports commissioned by our lenders and, as such, may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio. In addition, Phase I environmental site assessments are limited in scope and do not involve sampling of soil, soil vapor, or groundwater, and these assessments may not include or identify all potential environmental liabilities or risks associated with the property. Even where subsurface investigation is performed, it can be very difficult to ascertain the full extent of environmental contamination or the costs that are likely to flow from such contamination. We cannot assure you that the Phase I environmental site assessment or other environmental studies identified all potential environmental liabilities, or that we will not face significant remediation costs or other environmental contamination that makes it difficult to sell any affected properties. Also, we have not always implemented actions recommended by these assessments, and recommended investigation and remediation of known or suspected contamination has not always been performed. As a result, we could potentially incur material liability for these issues, which could adversely impact our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock.

Environmental laws also govern the presence, maintenance, and removal of asbestos-containing building materials, or ACBM, and may impose fines and penalties for failure to comply with these requirements. Such laws require that owners or operators of buildings containing ACBM (and employers in such buildings) properly manage and maintain the asbestos, adequately notify, or train those who may come into contact with asbestos, and undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. In addition, the presence of ACBM in our properties may expose us to third-party liability ( e.g ., liability for personal injury associated with exposure to asbestos).

In addition, the properties in our portfolio also are subject to various federal, state, and local environmental and health and safety requirements, such as state and local fire requirements. Moreover, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us. In addition, changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations, or those of our tenants, which could in turn have a material adverse effect on us.

We cannot assure you that costs or liabilities incurred as a result of environmental issues will not affect our ability to make distributions to you or that such costs or other remedial measures will not have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties.

Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.

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 is alleged to have occurred.

We may incur significant costs complying with various federal, state, and local laws, regulations and covenants that are applicable to our properties.

The properties in our portfolio are subject to various covenants and federal, state, and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances and zoning restrictions may restrict our use of our properties and may require us to obtain approval from local officials or restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our portfolio. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. 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 regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy may be adversely affected by our ability to obtain permits, licenses, and zoning relief. Our failure to obtain such permits, licenses, and zoning relief or to comply with applicable laws could have an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock.

In addition, federal and state laws and regulations, including laws such as the Americans with Disabilities Act, or ADA, and the Fair Housing Amendment Act of 1988, or FHAA, impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or the FHAA. If one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance, including the removal of access barriers, and we might incur governmental fines or the award of damages to private litigants. In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock.

Risks Related to Our Organizational Structure

Our success depends on key personnel whose continued service is not guaranteed, and the departure of one or more of our key personnel could adversely affect our ability to manage our business and to implement our growth strategies or could create a negative perception in the capital markets.

Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly Mr. Jeffrey E. Witherell, our Chief Executive Officer, and Mr. Anthony Saladino, our Chief Financial Officer, who have extensive market knowledge and relationships and exercise substantial influence over our operational, financing, acquisition and disposition activity.

Our ability to retain our senior management, particularly Messrs. Witherell and Saladino, or to attract suitable replacements should any member of our senior management leave, is dependent on the competitive nature of the employment market. We have not obtained and do not expect to obtain key man life insurance on any of our key personnel. The loss of services of one or more members of our senior management team, 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 participants. Further, the loss of a member of our senior management team could be negatively perceived in the capital markets. Any of these developments could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the value of, our stock.

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

Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, we, as the general partner of our operating partnership, have fiduciary duties and obligations to our operating partnership and its limited partners under Delaware law and the partnership agreement of our operating partnership in connection with the management of our operating partnership. Our fiduciary duties and obligations as the general partner of our operating partnership may come into conflict with the duties of our directors and officers to our company.

Under Delaware law, a general partner of a Delaware limited partnership has fiduciary duties of loyalty and care to the partnership and its partners and must discharge its duties and exercise its rights as general partner under the partnership agreement or Delaware law consistent with the obligation of good faith and fair dealing. The partnership agreement provides that, in the event of a conflict between the interests of our operating partnership or any partner, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our operating partnership, may give priority to the separate interests of our company or our stockholders (including with respect to tax consequences to limited partners, assignees or our stockholders), and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners of our operating partnership under its partnership agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the general partner of our operating partnership, owe to our operating partnership and its partners or violate the obligation of good faith and fair dealing.

Additionally, the partnership agreement provides that we generally will not be liable to our operating partnership or any partner for any action or omission taken in our capacity as general partner, for the debts or liabilities of our operating partnership or for the obligations of the operating partnership under the partnership agreement, except for liability for our fraud, willful misconduct or gross negligence, pursuant to any express indemnity we may give to our operating partnership or in connection with a redemption of our OP units. Our operating partnership must indemnify us, our directors and officers, officers of our operating partnership and our designees from and against any and all claims that relate to the operations of our operating partnership, unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the person actually received an improper personal benefit in violation or breach of the partnership agreement or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our operating partnership must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our operating partnership is not required to indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion of any claim in the action.

Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law contain provisions that may delay, defer, or prevent a change of control transaction.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could trigger rights to require us to redeem our shares of common stock.

Certain provisions of the Maryland General Corporate Law (“MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

	•	“business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period); and
	•	“control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

As permitted by the MGCL, our bylaws provide that we will not be subject to the control share provisions of the MGCL, and our board of directors has, by resolution, exempted us from the business combination between us and any other person. In addition, the board resolution opting out of the business combination provisions of the MGCL provides that any alteration or repeal of the resolution shall be valid only if approved, at a meeting duly called, by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally for directors, and our bylaws provide that any such alteration or repeal of the resolution, or any amendment, alteration or repeal of the provision in our bylaws exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock, will be valid only if approved, at a meeting duly called, by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally for directors.

Certain provisions of the MGCL permit the board of directors of a Maryland corporation with at least three independent directors and a class of stock registered under the Securities Exchange Act of 1934 (“Exchange Act”) without stockholder approval and regardless of what is currently provided in its charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for our company or of delaying, deferring, or preventing a change in control under circumstances that otherwise could provide the holders of our stock with the opportunity to realize a premium over the current market price.

Certain provisions in the partnership agreement of our operating partnership may delay or prevent unsolicited acquisitions of us.

Provisions of the partnership agreement of our operating partnership may delay or make more difficult unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders or limited partners might consider such proposals, if made, desirable. These provisions include, among others:

	•	redemption rights of qualifying parties;
	•	a requirement that we may not be removed as the general partner of our operating partnership without our consent;
	•	transfer restrictions on OP units;
	•	our ability, as general partner, in some cases, to amend the partnership agreement and to cause our operating partnership to issue additional partnership interests with terms that could delay, defer, or prevent a merger or other change of control of us or our operating partnership without the consent of our stockholders or the limited partners; and
	•	the right of the limited partners to consent to certain transfers of our general partnership interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise).

Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law also contain other provisions that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.

Our charter contains certain ownership limits with respect to our stock.

Our charter authorizes our board of directors to take such actions as it determines are advisable, in its sole and absolute discretion, to preserve our qualification as a REIT. Our charter also prohibits the actual, beneficial, or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock, in each case excluding any shares that are not treated as outstanding for federal income tax purposes. 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. However, our bylaws provide that the board of directors must waive the ownership limit with respect to a particular person if it: (1) determines that such person’s ownership will not cause any individual’s beneficial ownership of shares of our stock to violate the ownership limit and that any exemption from the ownership limit will not jeopardize our status as a REIT; and (2) determines that such stockholder does not and will not own, actually or constructively, an interest in a tenant of ours (or a tenant of any entity whose operations are attributed in whole or in part to us) that would cause us to own, actually or constructively, more than a 9.8% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant or that any such ownership would not cause us to fail to qualify as a REIT under the Code. The restrictions on ownership and transfer of our stock may:

	•	discourage a tender offer or other transactions 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 a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.

We could increase 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 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 set the terms of such newly classified or reclassified shares. As a result, we may issue additional classes or series of preferred stock with preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock and could, depending on the terms of such series, delay or prevent a transaction or change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. The holders of our common stock bear the risk of our future offerings reducing the market price of our securities and diluting their proportionate ownership.

Our board of directors may change our investment and financing policies without stockholder approval, 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 charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. 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. Higher leverage also increases 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 adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock.

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 eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting 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 and was material to the cause of action adjudicated.

In addition, our charter authorizes us to obligate our company, and our bylaws require 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 in effect from time to time. Generally, Maryland law permits a Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had reasonable cause to believe that his or her actions were unlawful. Under Maryland law, a Maryland corporation also may not indemnify a director or officer in a suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from such director or officer will be limited.

We are a holding company with no direct operations and, as such, we will rely on funds received from our operating partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our operating partnership and its subsidiaries.

We are a holding company and conduct substantially all of our operations through our operating partnership. We do not have, apart from an interest in our operating partnership, any independent operations. As a result, we will rely on distributions from our operating partnership to pay any distributions we might declare on our stock. We will 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, your claims as 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 available 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.

Our operating partnership may issue additional OP units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our operating partnership and would have a dilutive effect on the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders.

As of December 31, 2023, we have 490,299 OP units outstanding, which were issued in connection with the acquisition of certain properties in our portfolio, and we may in the future, in connection with our acquisition of properties or otherwise, cause our operating partnership to issue additional OP units to third parties. Such issuances would reduce our ownership percentage in our operating partnership and affect the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders. Because you will not directly own OP units, you will not have any voting rights with respect to any such issuances or other partnership level activities of our operating partnership.

Risks Related to Our Status as a REIT

Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our stock.

We have elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2012, and have operated in a manner that we believe will allow us to maintain our qualification as a REIT. We cannot assure you that we will remain qualified as a REIT in the future. If we lose our REIT qualification, we will face serious tax consequences that would substantially reduce the funds available for distribution to you 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 regular corporate rates;
	•	we also could be subject to the federal alternative minimum tax (for taxable years prior to 2018) and possibly increased state and local taxes; and

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 maintain our qualification as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our failure to maintain our qualification as a REIT also could impair our ability to expand our business and raise capital and could materially and adversely affect the per share trading price of our 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 complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code, or the Treasury regulations, is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to maintain our qualification 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 net capital gains and losses. In addition, legislation, new regulations, administrative interpretations, or court decisions may materially adversely affect our investors, our ability to maintain our qualification as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments. Even if we maintain our qualification 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 that we own will be subject to tax as regular C corporations in the jurisdictions in which they operate.

If our operating partnership failed to qualify as a partnership or a disregarded entity for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

We believe that our operating partnership will be treated as a partnership or a disregarded entity for federal income tax purposes. During periods in which our operating partnership is treated as a disregarded entity, our operating partnership will not be subject to federal income tax on its income. Rather, its income will be attributed to us as the sole owner for federal income tax purposes of the operating partnership. During periods in which our operating partnership has limited partners other than Plymouth OP Limited, LLC, the operating partnership will be treated as a partnership for federal income tax purposes. As a partnership, our operating partnership would not be subject to federal income tax on its income. Instead, each of its partners would be allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income. We cannot assure you, however, that the Internal Revenue Service, or the IRS, will not challenge the status of our operating partnership or any other subsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would 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 would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to maintain our qualification as a REIT. Also, if our operating partnership or any subsidiary partnerships were treated as entities taxable as corporations, such entities could become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

Our taxable REIT subsidiaries will be subject to federal income tax, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiaries are not conducted on arm’s length terms.

We own interests in one taxable REIT subsidiary and may acquire interests in more taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s length basis.

To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions.

To maintain our qualification 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 net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT taxable income 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. Accordingly, we may not be able to retain sufficient cash flow from operations to meet our debt service requirements and repay our debt. Therefore, we may need to raise additional capital for these purposes, and we cannot assure you that a sufficient amount of capital will be available to us on favorable terms, or at all, when needed, which would materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share trading price of, our stock. Further, in order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the per share trading price of our stock, and our current and potential future earnings. 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 adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our stock.

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

The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for such reduced tax rates. Instead, our ordinary dividends generally are taxed at the higher tax rates applicable to ordinary income, the current maximum rate of which is 37%. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the per share trading price of our stock. However, for taxable years prior to 2026, individual stockholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective federal income tax rate for individuals on the receipt of such ordinary dividends to 29.6%.

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, such characterization is a factual determination, and 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 affect our profitability and may force us to liquidate or forgo otherwise attractive investments.

To maintain our qualification 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: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could have an adverse effect on our business results, profitability and ability to execute our business plan. 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 constitute prohibited transactions.

Legislative, regulatory, or administrative changes could adversely affect us or our security holders.

The tax laws or regulations governing REITs, or the administrative interpretations thereof, may be amended at any time. We cannot predict if or when any new or amended law, regulation, or administrative interpretation will be adopted, promulgated, or become effective, and any such change may apply retroactively. New or amended laws, regulations, or administrative interpretations, could significantly and negatively affect our ability to qualify as a REIT or the federal income consequences of such qualification or may reduce the relative attractiveness of an investment in a REIT compared to other corporations not qualified as a REIT.

The Tax Cuts and Jobs Act made significant changes to the U.S. federal tax rules related to the taxation of individuals and corporations, including REITs and their stockholders. Additional technical corrections, amendments, or administrative guidance with respect to the Tax Cut and Jobs Act may be issued at any time, and we cannot predict the long-term impact of any future changes on REITs and their stockholders.

Other General Risks

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology systems.

Our IT related systems are essential to the operation of our business and our ability to perform day-to-day operations. We face risks associated with security breaches, whether through cyber-attacks, computer viruses, attachments to e-mails, phishing schemes, persons inside our organization or persons with access to systems inside of our organization, and other significant disruptions of our IT related systems. The risk of a cybersecurity breach or disruption, particularly through a cyber-incident, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

Although we employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, and a redundant data system for core applications, even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches continuously evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected.

Moreover, we also depend on third parties to provide key information technology services such as payroll administration, financial information, lease and portfolio administration and electronic communications. The security measures employed by such third-party providers may prove to be ineffective at preventing breaches of their systems. A security breach or other significant disruption involving our IT related systems could disrupt the proper functioning of our systems; compromise the confidential information of our employees, tenants and vendors; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to 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 or failure to safeguard personal information, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally.

An increased focus on metrics and reporting related to corporate responsibility, specifically related to ESG factors, may impose additional costs, and expose us to new risks.

Investors and other stakeholders have focused on how companies address a variety of environmental, social and governance ("ESG") matters and look to rating systems developed by third party groups to allow comparisons between companies. Although we participate in some of these rating systems, we do not participate, and may not score well, in all of them. Further, the criteria used in these rating systems change frequently, and our scores may drop as criteria changes. We supplement our participation in these rating systems with public disclosures regarding our ESG activities, but investors and stakeholders may look for specific disclosures that we do not provide. Our failure to participate, or score well, in certain ratings systems or to provide certain ESG disclosures and engage in certain ESG initiatives could result in reputational harm and could cause certain investors to be unwilling to invest in our stock, which could impair our ability to raise capital.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF and AI Risk Management Framework). This does not mean that we meet any particular technical standards, specifications, or requirements, but only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Information about cybersecurity risks and our risk management processes is collected, analyzed and considered as part of our overall enterprise risk management (“ERM”).

Key components of our cybersecurity risk management program include:

•

risk assessments designed to help identify cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment;

•

a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

•

cybersecurity awareness training of our employees, incident response personnel and senior management;

•

a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•

a third-party cyber risk management process for vendors including, among other things, a security assessment and contracting program for vendors based on their risk profile.

At this time, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors

- We face risks associated with security breaches through cyber-attacks, cyber intrusions, as well as other significant disruptions of our information systems.”

Cybersecurity Governance

Our Board of Directors recognizes the critical importance of maintaining the trust and confidence of our tenants, business partners, investors, and employees. Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Cybersecurity Committee (“Committee”) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.

The Committee receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security considerations. The Committee also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Committee provides regular reports to our Board of Directors and provides our Board of Directors with timely updates regarding any ongoing cybersecurity incident. On an annual basis, our Board of Directors and the Committee discuss our approach to cybersecurity risk management with members of our management’s cybersecurity committee.

Our management cybersecurity committee, led by our CFO and Director of Information Technology, are responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and any retained external cybersecurity consultants. Our Director of Information Security has served in various roles in information technology and information security for over 20 years. Our managed service provider has over 20 years of experience managing multi-national IT operations, including strategy, applications, infrastructure, information security, support, and execution.

Our management cybersecurity committee is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through various means, which may include, among other things, briefings with internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in our IT environment.

Item 2. Properties

The following table provides certain information with respect to the Company Portfolio, as of December 31, 2023.

Market		Property (1)		City		State		Property Type		Year Built/ Renovated (2)		Square Footage		Occupancy		Annualized Rent (3)			Percent of Total Annualized Rent (4)		Annualized Rent/ Square Footage (5)
Atlanta		1099 Dodds Avenue		Adairsville		GA		Warehouse/Distribution		2005		150,000		100%		$	637,500		0.4%		$	4.25
		11236 Harland Drive		Covington		GA		Warehouse/Distribution		1988		32,361		100%		$	137,534		0.1%		$	4.25
		1413 Lovers Lane		Augusta		GA		Warehouse/Distribution		1999		200,000		100%		$	721,527		0.5%		$	3.61
		1665 Dogwood Drive SW		Conyers		GA		Warehouse/Distribution		1973		198,000		100%		$	723,987		0.5%		$	3.66
		1715 Dogwood Drive		Conyers		GA		Warehouse/Distribution		1973		100,000		100%		$	233,431		0.2%		$	2.33
		32 Dart Road		Newnan		GA		Warehouse/Light Manufacturing		1988/2014		194,800		100%		$	873,000		0.6%		$	4.48
		40 Pinyon Road		Covington		GA		Warehouse/Distribution		1997		60,148		100%		$	360,648		0.2%		$	6.00
		6739 New Calhoun Highway NE		Rome		GA		Warehouse/Distribution		1981/1996 & 2017		320,000		100%		$	998,400		0.7%		$	3.12
		6777-6785 New Calhoun Highway NE		Rome		GA		Warehouse/Distribution		2022		416,600		100%		$	2,386,950		1.6%		$	5.73
		Peachtree City		Peachtree City		GA		Small Bay Industrial		1979-2013		297,926		100%		$	1,743,901		1.2%		$	5.86
		Peachtree City II		Peachtree City		GA		Small Bay Industrial		1989		117,000		99%		$	937,516		0.6%		$	8.08
Boston		54-56 Milliken		Portland		ME		Warehouse/Light Manufacturing		1966-2022/1995, 2005, 2013, 2022		268,713		100%		$	2,118,916		1.4%		$	7.89
Charlotte		1570 East P Street Extension		Newton		NC		Warehouse/Light Manufacturing		2005		155,220		100%		$	1,229,184		0.8%		$	7.92
Chicago		11351 W. 183rd		Orland Park		IL		Warehouse/Distribution		2000		18,768		100%		$	211,970		0.1%		$	11.29
		11601 Central		Alsip		IL		Warehouse/Distribution		1970		260,000		100%		$	780,000		0.5%		$	3.00
		11746 Austin Ave		Alsip		IL		Warehouse/Light Manufacturing		1970		162,714		100%		$	727,808		0.5%		$	4.47
		1301 Ridgeview Drive		McHenry		IL		Warehouse/Light Manufacturing		1995/2020		218,064		100%		$	931,994		0.6%		$	4.27
		13040 South Pulaski		Alsip		IL		Warehouse/Distribution		1976		388,403		100%		$	1,971,174		1.3%		$	5.08
		1355 Holmes		Elgin		IL		Warehouse/Light Manufacturing		1976/1998		82,456		100%		$	463,723		0.3%		$	5.62
		13970 West Laurel		Lake Forest		IL		Small Bay Industrial		1990		70,196		100%		$	356,423		0.2%		$	5.08
		144 Tower Drive		Burr Ridge		IL		Warehouse/Distribution		1971/1988 & 2015		73,785		97%		$	494,762		0.3%		$	6.90
		1445 Greenleaf		Elk Grove Village		IL		Warehouse/Light Manufacturing		1968		150,000		100%		$	981,007		0.7%		$	6.54
		1600 Fleetwood		Elgin		IL		Warehouse/Distribution		1968/2016		247,000		100%		$	1,421,086		0.9%		$	5.75
		16801 Exchange Avenue		Lansing		IL		Warehouse/Light Manufacturing		1987		455,886		100%		$	1,684,577		1.1%		$	3.70
		1717 West Harvester Road		Chicago		IL		Warehouse/Distribution		1970		465,940		100%		$	1,757,411		1.2%		$	3.77
		1750 South Lincoln		Freeport		IL		Warehouse/Distribution		2001		499,200		100%		$	1,638,144		1.1%		$	3.28
		1796 Sherwin		Des Plaines		IL		Warehouse/Distribution		1964		98,879		100%		$	639,508		0.4%		$	6.47
		1875 Holmes		Elgin		IL		Warehouse/Light Manufacturing		1989		134,415		100%		$	643,383		0.4%		$	4.79
		189 Seeger Ave		Elk Grove		IL		Small Bay Industrial		1972		25,245		100%		$	155,860		0.1%		$	6.17
		1900 S. Batavia Ave		Geneva		IL		Warehouse/Distribution		1958/1989 & 2010		513,512		100%		$	2,341,615		1.6%		$	4.56
		2401 Commerce		Libertyville		IL		Small Bay Industrial		1994/2009		78,574		100%		$	659,505		0.4%		$	8.39
		2600-2620 Commerce Drive		Libertyville		IL		Warehouse/Distribution		2001		78,743		100%		$	556,961		0.4%		$	7.07
		28160 North Keith		Lake Forest		IL		Small Bay Industrial		1989		77,924		100%		$	395,662		0.3%		$	5.08
		3 West College		Arlington Heights		IL		Warehouse/Light Manufacturing		1978/2016		33,263		100%		$	291,218		0.2%		$	8.76
		350 Armory Drive		South Holland		IL		Warehouse/Light Manufacturing		1972		64,310		100%		$	395,691		0.3%		$	6.15
		3841 Swanson		Gurnee		IL		Small Bay Industrial		1978		99,625		74%		$	359,458		0.2%		$	4.88
		3940 Stern		St. Charles		IL		Warehouse/Light Manufacturing		1987		146,959		100%		$	677,676		0.4%		$	4.61
		4491 Mayflower Road		South Bend		IN		Warehouse/Distribution		2000		77,000		100%		$	295,680		0.2%		$	3.84
		4915 W 122 nd		Alsip		IL		Small Bay Industrial		1972		153,368		100%		$	889,407		0.6%		$	5.80
		4955 Ameritech Drive		South Bend		IN		Warehouse/Distribution		2004		228,000		100%		$	1,073,100		0.7%		$	4.71
		5110 South 6th		Milwaukee		WI		Warehouse/Distribution		1972		58,500		100%		$	234,000		0.2%		$	4.00
		5502 W. Brick Road		South Bend		IN		Warehouse/Distribution		1998		101,450		100%		$	361,162		0.2%		$	3.56
		5681 Cleveland Road		South Bend		IN		Warehouse/Distribution		1994		62,550		100%		$	222,678		0.1%		$	3.56
		5855 Carbonmill Road		South Bend		IN		Warehouse/Distribution		2002		198,000		100%		$	900,900		0.6%		$	4.55
		6000 West 73 rd		Bedford Park		IL		Warehouse/Distribution		1974		148,091		100%		$	628,318		0.4%		$	4.24
		6035 West Gross Point Road		Niles		IL		Warehouse/Light Manufacturing		1956/1985		149,474		100%		$	631,233		0.4%		$	4.22
		6558 West 73 rd		Bedford Park		IL		Warehouse/Light Manufacturing		1975		301,000		100%		$	1,622,729		1.1%		$	5.39
		6751 Sayre		Bedford Park		IL		Warehouse/Light Manufacturing		1973		242,690		100%		$	839,707		0.6%		$	3.46
		7200 Mason Avenue		Bedford Park		IL		Warehouse/Light Manufacturing		1974		207,345		100%		$	879,720		0.6%		$	4.24
		7207 Mason Avenue		Bedford Park		IL		Warehouse/Light Manufacturing		1970		84,195		100%		$	323,564		0.2%		$	3.84
		7420 Meade Avenue		Bedford Park		IL		Warehouse/Light Manufacturing		1970		52,344		100%		$	302,025		0.2%		$	5.77
		800 Church Street		Lake Zurich		IL		Warehouse/Distribution		1974/2020		116,467		100%		$	538,398		0.4%		$	4.62

Market		Property (1)		City		State		Property Type		Year Built/ Renovated (2)		Square Footage		Occupancy		Annualized Rent (3)			Percent of Total Annualized Rent (4)		Annualized Rent/ Square Footage (5)
Cincinnati		11540-11630 Mosteller		Sharonville		OH		Warehouse/Light Manufacturing		1959		358,386		100%		$	1,216,271		0.8%		$	3.39
		2700 Kemper Road		Sharonville		OH		Small Bay Industrial		1990		85,718		100%		$	609,756		0.4%		$	7.12
		2800 Kemper Road		Sharonville		OH		Small Bay Industrial		1989		82,832		100%		$	673,622		0.4%		$	8.13
		3741 Port Union Rd		Fairfield		OH		Warehouse/Distribution		1995/2001		53,602		100%		$	229,288		0.2%		$	4.28
		4115 Thunderbird		Fairfield		OH		Warehouse/Distribution		1991		70,000		100%		$	273,105		0.2%		$	3.90
		4225-4331 Dues Drive		Cincinnati		OH		Warehouse/Distribution		1972		303,000		100%		$	1,400,169		0.9%		$	4.62
		7585 Empire Drive		Florence		KY		Warehouse/Light Manufacturing		1973		148,415		100%		$	578,577		0.4%		$	3.90
		Cornell Commerce Center		Blue Ash		OH		Small Bay Industrial		1976		165,521		95%		$	1,062,369		0.7%		$	6.75
		Fairfield Business Center		Fairfield		OH		Small Bay Industrial		1990		39,558		100%		$	243,282		0.2%		$	6.15
		Fisher Industrial Park		Fairfield		OH		Warehouse/Light Manufacturing		1946, 2023		1,403,932		91%		$	4,530,062		3.1%		$	3.55
Cleveland		1120 West 130 th St		Brunswick		OH		Warehouse/Distribution		2000		100,301		100%		$	524,362		0.3%		$	5.23
		1200 Chester Industrial Parkway N		Avon		OH		Warehouse/Distribution		2007/2009		207,160		100%		$	942,578		0.6%		$	4.55
		1200 Chester Industrial Parkway S		Avon		OH		Warehouse/Light Manufacturing		1991		90,628		100%		$	447,720		0.3%		$	4.94
		1350 Moore Road		Avon		OH		Warehouse/Distribution		1997		109,075		100%		$	559,009		0.4%		$	5.12
		1366 Commerce Drive		Stow		OH		Warehouse/Distribution		1960		216,000		93%		$	750,000		0.5%		$	3.75
		14801 County Rd 212		Findlay		OH		Warehouse/Distribution		1998		405,000		100%		$	1,530,200		1.0%		$	3.78
		1755 Enterprise		Twinsburg		OH		Warehouse/Light Manufacturing		1978/2005		255,570		98%		$	1,351,880		0.9%		$	5.40
		2100 International Parkway		Canton		OH		Warehouse/Light Manufacturing		2000		274,464		100%		$	1,356,374		0.9%		$	4.94
		2210 International Parkway		Canton		OH		Warehouse/Distribution		2001		350,000		100%		$	1,491,000		1.0%		$	4.26
		22209 Rockside Road		Bedford		OH		Warehouse/Distribution		2008/2021		197,518		100%		$	1,088,324		0.7%		$	5.51
		30339 Diamond Parkway		Glenwillow		OH		Warehouse/Distribution		2007		400,184		100%		$	2,674,630		1.8%		$	6.68
		31000 Viking Parkway		Westlake		OH		Small Bay Industrial		1998		100,150		93%		$	561,634		0.4%		$	6.01
		4211 Shuffel Street NW		Canton		OH		Warehouse/Light Manufacturing		1994		255,000		100%		$	1,437,563		1.0%		$	5.64
		Gilchrist Road I		Mogadore		OH		Warehouse/Distribution		1961-1978		209,592		100%		$	860,933		0.6%		$	4.11
		Gilchrist Road II		Mogadore		OH		Warehouse/Distribution		1991-1994		473,046		100%		$	1,720,216		1.1%		$	3.64
		Gilchrist Road III		Mogadore		OH		Warehouse/Distribution		1994/1998		335,521		92%		$	1,258,500		0.8%		$	4.08
Columbus		100 Paragon Parkway		Mansfield		OH		Warehouse/Distribution		1995		314,736		100%		$	975,000		0.6%		$	3.10
		1520 Experiment Farm Road		Troy		OH		Warehouse/Light Manufacturing		1997		160,000		100%		$	740,765		0.5%		$	4.63
		1650-1654 Williams Road		Columbus		OH		Warehouse/Distribution		1973/1974 & 1975		772,450		100%		$	2,312,163		1.5%		$	2.99
		2120-2138 New World		Columbus		OH		Warehouse/Distribution		1971		121,200		100%		$	428,861		0.3%		$	3.54
		2180 Corporate Drive		Troy		OH		Warehouse/Light Manufacturing		1996		160,000		100%		$	725,663		0.5%		$	4.54
		2626 Port Road		Columbus		OH		Warehouse/Distribution		1994		156,641		100%		$	518,398		0.3%		$	3.31
		2800 Howard Street		Sidney		OH		Warehouse/Distribution		2016		480,000		100%		$	1,640,807		1.1%		$	3.42
		3100 Creekside		Lockbourne		OH		Warehouse/Distribution		2000		340,000		100%		$	1,434,800		1.0%		$	4.22
		3500 Southwest		Grove City		OH		Warehouse/Distribution		1992/2018		527,127		100%		$	1,535,584		1.0%		$	2.91
		7001 Americana		Reynoldsburg		OH		Warehouse/Distribution		1986/2007 & 2012		54,100		100%		$	267,795		0.2%		$	4.95
		8273 Green Meadows		Lewis Center		OH		Warehouse/Distribution		1996/2007		77,271		100%		$	407,741		0.3%		$	5.28
		8288 Green Meadows		Lewis Center		OH		Warehouse/Distribution		1988		300,000		100%		$	1,067,912		0.7%		$	3.56
		952 Dorset Road		Troy		OH		Small Bay Industrial		1988/1999		76,800		100%		$	296,841		0.2%		$	3.87
		Graphics Way		Lewis Center		OH		Small Bay Industrial		2000		73,426		100%		$	464,699		0.3%		$	6.33
		Orange Point		Lewis Center		OH		Small Bay Industrial		2001		143,863		100%		$	811,879		0.5%		$	5.64
Indianapolis		2900 Shadeland		Indianapolis		IN		Warehouse/Distribution		1957/1992		933,439		87%		$	2,458,329		1.6%		$	3.04
		3035 North Shadeland		Indianapolis		IN		Warehouse/Distribution		1962/2001 & 2004		562,497		91%		$	1,761,689		1.2%		$	3.45
		3169 North Shadeland		Indianapolis		IN		Warehouse/Distribution		1979/1993		44,374		95%		$	217,668		0.1%		$	5.19
		3333 N. Franklin Road		Indianapolis		IN		Warehouse/Distribution		1967		276,240		100%		$	856,344		0.6%		$	3.10
		3525 S. Arlington		Indianapolis		IN		Warehouse/Distribution		1990		219,104		100%		$	769,691		0.5%		$	3.51
		3701 David Howarth Drive		Lafayette		IN		Warehouse/Distribution		2008/2019		294,730		100%		$	1,795,934		1.2%		$	6.09
		6555 E 30th Street		Indianapolis		IN		Warehouse/Distribution		1969/1997		314,775		100%		$	1,486,940		1.0%		$	4.72
		6575 E 30th Street		Indianapolis		IN		Warehouse/Distribution		1998		60,000		100%		$	324,600		0.2%		$	5.41
		6585 E 30th Street		Indianapolis		IN		Warehouse/Distribution		1998		100,000		100%		$	399,139		0.3%		$	3.99
		6635 E 30th Street		Indianapolis		IN		Warehouse/Distribution		1998		99,877		100%		$	464,428		0.3%		$	4.65
		6701 E 30th Street		Indianapolis		IN		Warehouse/Distribution		1990		7,820		100%		$	88,139		0.1%		$	11.27
		6737 E 30th Street		Indianapolis		IN		Warehouse/Distribution		1995		87,500		100%		$	460,250		0.3%		$	5.26
		6751 E 30th Street		Indianapolis		IN		Warehouse/Distribution		1997		100,000		100%		$	460,439		0.3%		$	4.60
		6951 E 30th Street		Indianapolis		IN		Warehouse/Distribution		1995		44,000		100%		$	217,247		0.1%		$	4.94
		7750 Georgetown Road		Indianapolis		IN		Warehouse/Distribution		2006		102,934		100%		$	694,805		0.5%		$	6.75
		7901 W. 21st Street		Indianapolis		IN		Warehouse/Distribution		1985/1994		353,000		100%		$	1,284,774		0.9%		$	3.64
		Sam Jones		Indianapolis		IN		Warehouse/Light Manufacturing		1970		484,879		100%		$	1,399,951		0.9%		$	2.89
Jacksonville		265 Industrial Boulevard		Midway		GA		Warehouse/Distribution		1988/1999		187,205		100%		$	334,350		0.2%		$	1.79
		338 Industrial Boulevard		Midway		GA		Warehouse/Distribution		1996/2001		309,084		100%		$	970,231		0.6%		$	3.14
		430 Industrial Boulevard		Midway		GA		Warehouse/Distribution		1988		47,599		100%		$	168,825		0.1%		$	3.55
		8000-8001 Belfort Parkway		Jacksonville		FL		Small bay Industrial		1999		85,920		90%		$	811,763		0.5%		$	10.55
		8451 Western Way		Jacksonville		FL		Warehouse/Light Manufacturing		1968/1975& 1986-1987		288,750		100%		$	2,104,112		1.4%		$	7.29
		Center Point Business Park		Jacksonville		FL		Small Bay Industrial		1990-1997		537,800		100%		$	4,320,700		3.0%		$	8.03
		Liberty Business Park		Jacksonville		FL		Small Bay Industrial		1996-2023		466,666		100%		$	4,722,609		3.2%		$	10.12
		Salisbury Business Park		Jacksonville		FL		Small Bay Industrial		2001-2023		209,372		100%		$	2,163,558		1.4%		$	10.33

Market		Property (1)		City		State		Property Type		Year Built/ Renovated (2)		Square Footage		Occupancy		Annualized Rent (3)			Percent of Total Annualized Rent (4)		Annualized Rent/ Square Footage (5)
Kansas City		5450 Deramus Avenue		Kansas City		MO		Warehouse/Light Manufacturing		1976/1986 & 1994		221,911		69%		$	557,666		0.4%		$	3.64
Memphis		1700-1710 Dunn Avenue		Memphis		TN		Warehouse/Distribution		1957-1959/1963/1973		316,935		100%		$	902,295		0.6%		$	2.85
		210 American		Jackson		TN		Warehouse/Distribution		1967/1981 & 2012		638,400		100%		$	1,489,872		1.0%		$	2.33
		2950 Brother Boulevard		Bartlett		TN		Warehouse/Distribution		1987/2019		232,375		87%		$	884,313		0.6%		$	4.39
		6290 Shelby View Drive		Memphis		TN		Warehouse/Distribution		1999/2003		74,665		100%		$	427,333		0.3%		$	5.72
		7585 AE Beaty Drive/2995 Appling Road		Barlett		TN		Warehouse/Distribution		2006		67,557		89%		$	598,439		0.4%		$	9.96
		Airport Business Park		Memphis		TN		Small Bay Industrial		1985-1989		235,071		93%		$	2,653,705		1.8%		$	12.14
		Knight Road		Memphis		TN		Warehouse/Distribution		1986		131,904		100%		$	213,782		0.1%		$	1.62
		Shelby Distribution		Memphis		TN		Warehouse/Distribution		1989		202,303		100%		$	659,891		0.4%		$	3.26
		South Park		Memphis		TN		Warehouse/Distribution		1991/2005		566,281		100%		$	1,892,967		1.3%		$	3.34
		10455 Marina Drive		Olive Branch		MS		Warehouse/Light Manufacturing		1986		161,200		100%		$	533,804		0.4%		$	3.31
		10682 Ridgewood Road		Olive Branch		MS		Warehouse/Distribution		1985		90,000		100%		$	333,720		0.2%		$	3.71
		1814 S Third Street		Memphis		TN		Warehouse/Distribution		1966		88,950		100%		$	180,569		0.1%		$	2.03
		3650 Distriplex Drive		Memphis		TN		Warehouse/Distribution		1997		330,253		100%		$	1,370,550		0.9%		$	4.15
		3670 South Perkins Road		Memphis		TN		Warehouse/Light Manufacturing		1974		74,582		100%		$	198,388		0.1%		$	2.66
		3980 Premier Avenue		Memphis		TN		Warehouse/Distribution		1964		141,256		98%		$	343,895		0.2%		$	2.49
		5846 Distribution Drive		Memphis		TN		Warehouse/Distribution		1984		34,560		100%		$	159,322		0.1%		$	4.61
		7560 Priority Lane		Olive Branch		MS		Warehouse/Distribution		1988		48,750		100%		$	187,688		0.1%		$	3.85
		8970 Deerfield Drive		Olive Branch		MS		Warehouse/Distribution		1977		51,320		100%		$	196,488		0.1%		$	3.83
		Collins Industrial Memphis		Memphis		TN		Small Bay Industrial		1989-2001		247,217		95%		$	1,160,136		0.8%		$	4.93
		Outland/Burbank Industrial		Memphis		TN		Warehouse/Distribution		1969-1996		367,416		81%		$	818,100		0.5%		$	2.75
		Outland Center Memphis I		Memphis		TN		Warehouse/Distribution		1988-1989		175,337		92%		$	751,395		0.5%		$	4.66
		Outland Center Memphis II		Memphis		TN		Warehouse/Distribution		1989		232,200		100%		$	795,611		0.5%		$	3.43
		Place Industrial Memphis		Memphis		TN		Warehouse/Distribution		1980-1988		85,631		88%		$	326,920		0.2%		$	4.32
		Shelby Distribution II		Memphis		TN		Warehouse/Distribution		1998		113,240		100%		$	429,571		0.3%		$	3.79
		Willow Lake Industrial		Memphis		TN		Warehouse/Distribution		1989		75,643		100%		$	349,429		0.2%		$	4.62
St. Louis		11646 Lakeside Crossing		St. Louis		MO		Warehouse/Distribution		2005		100,021		100%		$	748,492		0.5%		$	7.48
		160-275 Corporate Woods Place		Bridgeton		MO		Warehouse/Distribution		1990		155,434		100%		$	625,772		0.4%		$	4.03
		1901-1939 Beltway Dr		Overland		MO		Warehouse/Light Manufacturing		1986		76,485		81%		$	605,910		0.4%		$	9.84
		3051 Gateway		Edwardsville		IL		Warehouse/Light Manufacturing		2016		521,171		100%		$	2,549,828		1.7%		$	4.89
		349 Gateway		Edwardsville		IL		Warehouse/Light Manufacturing		2016		624,159		100%		$	2,718,992		1.8%		$	4.36
		3919 Lakeview Corporate Drive		Edwardsville		IL		Warehouse/Distribution		2019		769,500		100%		$	3,539,875		2.3%		$	4.60
		4848 Park 370 Boulevard		Hazelwood		MO		Warehouse/Light Manufacturing		2006		76,092		100%		$	487,650		0.3%		$	6.41
		9150 Latty Avenue		Berkeley		MO		Warehouse/Distribution		1965/2018		142,364		100%		$	640,638		0.4%		$	4.50
		Grissom Drive		St. Louis		MO		Warehouse/Light Manufacturing		1970		79,258		100%		$	309,899		0.2%		$	3.91
		Metro St Louis		Maryland Heights		MO		Warehouse/Light Manufacturing		1979		59,055		100%		$	322,509		0.2%		$	5.46
		Phantom Drive		Hazelwood		MO		Warehouse/Distribution		1971		129,000		97%		$	546,002		0.4%		$	4.36
		St. Louis Commerce Center		St. Louis		MO		Warehouse/Distribution		1999-2001		487,150		100%		$	2,117,316		1.4%		$	4.35
Existing Portfolio – Industrial Properties												34,025,101		98.1%		$	150,747,310		100%		$	4.52

_______________

(1)	Property listing includes all wholly owned properties as of December 31, 2023.
(2)	Renovation means significant upgrades, alterations, or additions to building areas, interiors, exteriors and/or systems.
(3)	Annualized rent is calculated by multiplying rental payments (defined as cash rents before abatements) for the month ended December 31, 2023, by 12.
(4)	Represents the percentage of total annualized rent for properties owned as of December 31, 2023.
(5)	Calculated by multiplying rental payments (defined as cash rents before abatements) for the month ended December 31, 2023, by 12, and then dividing by leased square feet for such property as of December 31, 2023.

As of December 31, 2023, 51 of our 156 properties were encumbered by mortgage indebtedness totaling $267,964, excluding unamortized deferred financing fees and debt issuance costs. See Note 7 in the accompanying Notes to the Consolidated Financial Statements for additional information.

Functionality Diversification

The following tables set forth information relating to functionality diversification by building type based on total square footage and annualized rent as of December 31, 2023.

Property Type		Number of Properties		Occupancy		Total Rentable Square Feet		Percentage of Rentable Square Feet		Annualized Base Rent			Percentage of Annualized Base Rent		Annualized Base Rent per Square Foot
Warehouse/Distribution		96		98.3%		21,677,544		63.7%		$	84,902,285		56.3%		$	3.98
Warehouse/Light Manufacturing		38		97.6%		8,877,785		26.1%			39,790,739		26.4%			4.59
Small Bay Industrial (1)		22		97.7%		3,469,772		10.2%			26,054,286		17.3%			7.69
Total Company Portfolio		156		98.1%		34,025,101		100%		$	150,747,310		100%		$	4.52

______________

(1)	Small bay industrial is inclusive of flex space totaling 606,799 rentable square feet and annualized base rent of $6,930,211.

Geographic Diversification

The following tables set forth information relating to geographic diversification of the Company Portfolio by market based on total annualized rent as of December 31, 2023.

Market		Number of Properties		Occupancy		Total Rentable Square Feet		Percentage of Rentable Square Feet		Annualized Base Rent			Percentage of Annualized Base Rent
Chicago		39		99.6%		6,624,335		19.5%		$	30,279,237			20.1%
Memphis		25		96.6%		4,783,046		14.1%			17,858,182			11.8%
Indianapolis		17		95.6%		4,085,169		12.0%			15,140,367			10.0%
Cleveland		16		98.6%		3,979,209		11.7%			18,554,921			12.3%
Columbus		15		100.0%		3,757,614		11.0%			13,628,907			9.0%
St. Louis		12		99.4%		3,219,689		9.4%			15,212,883			10.1%
Atlanta		11		99.9%		2,086,835		6.1%			9,754,395			6.5%
Cincinnati		10		95.0%		2,710,964		8.0%			10,816,501			7.2%
Jacksonville		8		99.6%		2,132,396		6.3%			15,596,150			10.4%
Kansas City		1		69.1%		221,911		0.6%			557,666			0.4%
Boston		1		100.0%		268,713		0.8%			2,118,917			1.4%
Charlotte		1		100.0%		155,220		0.5%			1,229,184			0.8%
Total Company Portfolio		156		98.1%		34,025,101		100%		$	150,747,310			100%

Industry Diversification

The following tables set forth information relating to tenant diversification of the Company Leased Portfolio by industry based on total square feet occupied and annualized rent as of December 31, 2023.

Industry		Total Leased Square Feet		Number of Leases		Percentage of Leased Square Feet		Annualized Base Rent			Percentage of Annualized Base Rent		Annualized Base Rent per Square Foot
Logistics & Transportation		9,856,430		86		29.5%		$	40,658,335		27.0%		$	4.13
Wholesale/Retail		2,239,538		28		6.7%			11,418,223		7.6%			5.10
Automotive		2,192,860		26		6.6%			9,884,416		6.6%			4.51
Printing & Paper		1,935,478		15		5.8%			7,332,446		4.9%			3.79
Home & Garden		1,972,186		20		5.9%			6,813,922		4.5%			3.46
Construction		1,784,318		41		5.3%			8,072,615		5.4%			4.52
Cardboard and Packaging		1,630,027		20		4.9%			6,688,586		4.4%			4.10
Food & Beverage		1,568,810		22		4.7%			7,956,872		5.3%			5.07
Light Manufacturing		1,234,493		12		3.7%			4,490,559		3.0%			3.64
Healthcare		1,017,495		39		3.0%			6,146,387		4.1%			6.04
Other Industries		7,934,042		201		23.9%			41,284,949		27.2%			5.20
Total Company Portfolio		33,365,677		510		100%		$	150,747,310		100%		$	4.52

Tenants

The following table sets forth information about the ten largest tenants in our Company Portfolio based on total annualized rent as of December 31, 2023.

Tenant		Market		Industry		# of Leases		Total Leased Square Feet		Expiration		Annualized Base Rent/SF			Annualized Base Rent			Percent of Total Annualized Rent
FedEx Supply Chain, Inc.		St. Louis		Logistics & Transportation		1		769,500		7/31/2024		$	4.60		$	3,539,875		2.3%
Geodis Logistics, LLC		St. Louis		Logistics & Transportation		1		624,159		8/31/2025			4.36			2,718,993		1.8%
Royal Canin U.S.A, Inc.		St. Louis		Wholesale/Retail		1		521,171		12/31/2025			4.89			2,549,829		1.7%
Houghton Mifflin Harcourt Company		Chicago		Education		1		513,512		3/31/2026			4.56			2,341,615		1.6%
ODW Logistics, Inc.		Columbus		Logistics & Transportation		1		772,450		6/30/2025			2.99			2,312,163		1.5%
Archway Marketing Holdings, Inc.		Chicago		Logistics & Transportation		3		503,000		3/31/2026			4.51			2,268,180		1.5%
ASW Supply Chain Services, LLC		Cleveland		Logistics & Transportation		5		577,237		11/30/2027			3.67			2,118,373		1.4%
Balta US, Inc.		Jacksonville		Home & Garden		2		629,084		10/31/2029			3.13			1,968,631		1.3%
Communications Test Design, Inc.		Memphis		Logistics & Transportation		2		566,281		12/31/2024			3.34			1,892,967		1.3%
Winston Products, LLC		Cleveland		Wholesale/Retail		2		266,803		4/30/2032			6.94			1,852,295		1.2%
Ten Largest Tenants by Annualized Rent						19		5,743,197				$	4.10		$	23,562,921		15.6%
All Other						491		27,622,480					4.60			127,184,389		84.4%
Total Company Portfolio						510		33,365,677				$	4.52		$	150,747,310		100%

Lease Overview

Triple-net lease: In our triple-net leases, the tenant is responsible for all aspects of, and costs related to, the property and its operation during the lease term. The landlord may have responsibility under the lease to perform or pay for certain capital repairs or replacements to the roof, structure, or certain building systems, such as heating and air conditioning and fire suppression. As of December 31, 2023, there were 402 triple-net leases in the Company Portfolio, representing approximately 81.0% of our total annualized base rent.

Modified net lease: In our modified net leases, the landlord is responsible for some property related expenses during the lease term, but the cost of most of the expenses is passed through to the tenant. As of December 31, 2023, there were 63 modified net leases in the Company Portfolio, representing approximately 12.6% of our total annualized base rent.

Gross lease: In our gross leases, the landlord is responsible for all aspects of and costs related to the property and its operation during the lease term. As of December 31, 2023, there were 45 gross leases in the Company Portfolio, representing approximately 6.4% of the annualized base rent.

Lease Expirations

As of December 31, 2023, the weighted average in-place remaining lease term of the Company Portfolio was 3.3 years. The following table sets forth a summary schedule of lease expirations for leases in place as of December 31, 2023, plus available space, for each of the ten full calendar years commencing December 31, 2023, and thereafter. The information set forth in the table assumes that tenants exercise no renewal options and no early termination rights.

Year of Expiration		Total Rentable Square Feet				Percentage of Rentable Square Feet				Annualized Base Rent (1)				Percentage of Annualized Base Rent (2)				Annualized Base Rent per Square Foot (3)
Available			659,424				1.9%			$	—				—			$	—
2024			4,580,860				13.5%				20,209,067				13.4%				4.41
2025			7,914,431				23.3%				35,008,462				23.2%				4.42
2026			5,310,169				15.6%				25,270,933				16.7%				4.76
2027			4,422,175				13.0%				20,397,378				13.5%				4.61
2028			3,638,154				10.7%				16,117,289				10.7%				4.43
2029			3,319,346				9.8%				13,876,537				9.2%				4.18
2030			1,046,115				3.1%				4,935,476				3.3%				4.72
2031			1,202,167				3.5%				4,621,662				3.1%				3.84
2032			1,341,397				3.9%				6,790,894				4.5%				5.06
2033			206,055				0.6%				1,008,234				0.7%				4.89
Thereafter			384,808				1.1%				2,511,378				1.7%				6.53
Total Company Portfolio			34,025,101				100%			$	150,747,310				100%			$	4.52

____________________

(1)	Annualized rent is calculated by multiplying rental payments (defined as cash rents before abatements) for the month ended December 31, 2023, by 12.
(2)	Calculated as annualized base rent set forth in this table divided by total annualized base rent for the Company Portfolio as of December 31, 2023.
(3)	Calculated as annualized base rent for such leases divided by leased square feet for such leases at each of the properties so impacted by the lease expirations as of December 31, 2023.

ITEM 3. LEGAL PROCEEDINGS

In the normal course of business, we could become party to legal actions and proceedings involving matters that are generally incidental to our business. While it will likely not be possible to ascertain the ultimate outcome of such matters, management expects that the resolution of any such legal actions and proceedings would not have a material adverse effect on our consolidated financial statements.

There are no legal proceedings at this time.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stockholder Information

As of February 19, 2024, we had 45,382,076 shares of common stock outstanding held of record by a total of approximately 134 stockholders; however, because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders. The number of stockholders is based on the records of Continental Stock Transfer & Trust, which serves as our transfer agent.

Market Information

Our common stock is traded on the NYSE under the symbol “PLYM.” On December 31, 2023, the closing price of our common stock, as reported on the NYSE, was $24.07.

Distribution Policy

It is our policy to declare quarterly dividends to the stockholders so as to comply with applicable provisions of the Code governing REITs. The declaration and payment of quarterly dividends remains subject to the review and approval of the board of directors. To satisfy the requirements to qualify as a REIT, and to avoid paying tax on our income, we have paid and intend to continue to pay regular quarterly cash dividends of all or substantially all of our REIT taxable income (excluding net capital gains) to holders of our common stock.

We intend to distribute at least 90% of our taxable income each year (subject to certain adjustments as described below) to our stockholders in order to qualify as a REIT under the Code and generally expect to distribute 100% of our REIT taxable income so as to avoid the excise tax on undistributed REIT taxable income.

Distributions to our common stockholders are authorized by our board of directors in its sole discretion and declared by us out of funds legally available therefor. We expect that our board of directors, in authorizing the amounts of distributions, will consider a variety of factors, including:

	•	actual results of operations and our cash available for distribution;
	•	the timing of the investment of the net proceeds from our offerings;
	•	debt service requirements and any restrictive covenants in our loan agreements;
	•	capital expenditure requirements for our properties;
	•	our taxable income;
	•	the annual distribution requirement under the REIT provisions of the Code;
	•	our operating expenses;
	•	requirements under applicable law; and
	•	other factors that our board of directors may deem relevant.

Our distributions may exceed our earnings and profits as determined for U.S. federal income tax purposes primarily due to depreciation and amortization. Any distributions in excess of our earnings and profits may represent a return of capital for U.S. federal income tax purposes, subject to the extent that such distributions do not exceed the stockholder's adjusted tax basis in their shares of common or preferred stock, but rather will reduce the adjusted basis of the shares of common or preferred stock. Therefore, the gain (or loss) recognized on the sale of the common stock or preferred stock or upon our liquidation will be increased (or decreased) accordingly. To the extent those distributions exceed a taxable U.S. stockholder's adjusted tax basis in their shares of common or preferred stock, they generally will be treated as a capital gain realized from the taxable disposition of those shares. The percentage of our stockholder distributions that exceeds our earnings and profits may vary substantially from year to year.

Although we have no current intention to do so, we may in the future also choose to pay distributions in the form of our own shares.

Issuer Purchases of Equity Securities

Performance Graph

The following graph provides a comparison of the cumulative total return on our common stock with the cumulative total return on the Standard & Poor’s 500 Index and the MSCI US REIT Index. The MSCI US REIT Index represents performance of publicly-traded REITs. Returns over the indicated period are based on historical data and should not be considered indicative of future returns. The graph covers the period from December 31, 2018 to December 31, 2023 and assumes that $100 was invested in our common stock and in each index on December 31, 2018 and that all dividends were reinvested.

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing by us under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 6. [Reserved]

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is based on, and should be read in conjunction with our audited historical financial statements and related notes thereto as of and for the years ended December 31, 2023 and 2022.

Overview

We are a full service, vertically integrated, self-administered and self-managed REIT focused on the acquisition, ownership and management of single and multi-tenant industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties. The Company Portfolio consists of 156 industrial properties located in twelve states with an aggregate of approximately 34.0 million rentable square feet leased to 465 different tenants.

Our strategy is to acquire, own and manage single and multi-tenant industrial properties located in primary and secondary markets, as well as select sub-markets, with access to large pools of skilled labor in the main industrial, distribution and logistics corridors of the United States. We seek to generate attractive risk-adjusted returns for our stockholders through a combination of dividends and capital appreciation.

Factors That May Influence Future Results of Operations

Business and Strategy

Our core investment strategy is to acquire industrial properties located in primary and secondary markets, as well as select sub-markets across the U.S. We expect to acquire these properties through third-party purchases and structured sale-leasebacks where we believe we can achieve high initial yields and strong ongoing cash-on-cash returns.

Our target markets are located in primary and secondary markets, as well as select sub-markets, because we believe these markets tend to have less occupancy and rental rate volatility and less buyer competition relative to gateway markets. We also believe that the systematic aggregation of such properties will result in a diversified portfolio that will produce sustainable risk-adjusted returns. Future results of operations may be affected, either positively or negatively, by our ability to effectively execute this strategy.

We also intend to continue pursuing joint venture arrangements with institutional partners which could provide management fee income as well as residual profit-sharing income. Such joint ventures may involve investing in industrial assets that would be characterized as opportunistic or value-add investments. These may involve development or redevelopment strategies that may require significant up-front capital expenditures, lengthy lease-up periods and result in inconsistent cash flows. As such, these properties’ risk profiles and return metrics would likely differ from the non-joint venture properties that we target for acquisition.

Rental Revenue and Tenant Recoveries

We receive income primarily from rental revenue from our properties. The amount of rental revenue generated by the Company Portfolio depends principally on the occupancy levels and lease rates at our properties, our ability to lease currently available space and space that becomes available as a result of lease expirations and on the rental rates at our properties. The Company Portfolio was approximately 98.1% and 99.0% occupied as of December 31, 2023, and 2022, respectively. Our occupancy rate is impacted by general market conditions in the geographic areas which our properties are located and the financial condition of tenants in our target markets.

Scheduled Lease Expirations

Our ability to re-lease space subject to expiring leases will impact our results of operations and will be affected by economic and competitive conditions in the markets in which we operate and by the desirability of our individual properties. During the period from January 1, 2024, through to December 31, 2025, an aggregate of 36.6% of the annualized base rent leases in the Company Portfolio are scheduled to expire, which we believe will provide us an opportunity to adjust below market leases to reflect current market conditions.

The table below reflects certain data about our new and renewed leases with terms of greater than six months executed in the year ended December 31, 2023.

Year		Type		Square Footage			% of Total Square Footage			Expiring Rent				New Rent				% Change				Tenant Improvements $/SF/YR				Lease Commissions $/SF/YR
Year Ended December 31, 2023
		Renewals		3,945,024			70.4%			$	3.75			$	4.36				16.3%			$	0.14			$	0.15
		New Leases		1,654,919			29.6%			$	3.82			$	5.03				31.7%			$	0.35			$	0.35
		Total		5,599,943			100%			$	3.77			$	4.56				21.0%			$	0.21			$	0.21

Conditions in Our Markets

The Company Portfolio is located in various primary and secondary markets within the main industrial distribution and logistics corridors of the United States. Positive or negative changes in economic or other conditions, adverse weather conditions and natural disasters in these markets are likely to affect our overall performance.

Property Expenses

Our rental expenses generally consist of utilities, real estate taxes, insurance and repair and maintenance costs. For the majority of the Company Portfolio, property expenses are controlled, in part, by either the triple net provisions or modified gross lease expense reimbursement provisions in tenant leases. However, the terms of our tenant leases vary and in some instances the leases may provide that we are responsible for certain property expenses. Accordingly, our overall financial results will be impacted by the extent to which we are able to pass-through property expenses to our tenants.

General and Administrative Expenses

We expect to incur increased general and administrative expenses, including legal, accounting, and other expenses related to corporate governance and public reporting and compliance. In addition, we anticipate that our staffing levels will increase from current levels as of December 31, 2023, during the subsequent 12 to 24 months and, as a result, our general and administrative expenses will increase further.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Certain estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions and are therefore continually evaluated based upon available information and experience. The following item requires significant estimation or judgement.

Purchase Price Accounting

We have determined that judgments regarding the allocation of the purchase price of acquired real estate properties based upon the fair value of the assets acquired and liabilities assumed to be a critical accounting estimate. As discussed below in “Critical Accounting Policies,” we allocate the purchase price of acquired real estate properties based upon the fair value of the assets acquired and liabilities assumed, which generally consist of land, buildings, tenant improvements, mortgage debt assumed, if applicable, and deferred leasing intangibles, which includes in-place leases, above market and below market leases, and tenant relationships, and is therefore subject to subjective analysis and uncertainty. The purchase price is allocated to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The determination of fair value includes the use of significant assumptions such as rental rates, land value, discount rates, and exit capitalization rates. Acquired above and below market lease intangibles are valued based on the present value of the difference between prevailing market rental rates and the in-place rental rates measured over a period equal to the remaining term of the lease for above market leases or the remaining term of the lease plus the term of any below market fixed rate renewal options for below market leases. The purchase price is further allocated to in-place lease values based on an estimate of the lease revenue received during a reasonable lease-up period as if the property was vacant on the date of acquisition. The allocation of the purchase price to mortgage debt assumed, if applicable, is determined by comparing the net present value of remaining debt payments at the stated rate per the mortgage agreement to the net present value of the remaining debt payments using the prevailing market borrowing rates. We do not believe that the conclusions we reached regarding the allocation of the purchase price of acquired real estate properties, in the current economic and operating environment, would result in a materially different conclusion within any reasonable range of assumptions that could have been applied.

Impairment of Long-Lived Assets

The Company assesses the carrying values of our respective long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Long-lived assets are primarily comprised of real estate properties.

On a quarterly basis, management assesses whether there are any indicators, including changes in the anticipated holding period, general market conditions, and property operating performance, that may indicate an impairment exists. Recoverability of real estate properties is measured by comparison of the carrying amount of the property to the estimated future undiscounted cash flows to be generated from the use and eventual disposition of that property. If our analysis indicates that the carrying value of the real estate property is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property and quoted market values and third-party appraisals, where considered necessary. The Company determined there was no impairment of value of real estate properties as of December 31, 2023 and 2022.

Critical Accounting Policies

Our discussion and analysis of our company’s historical financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses in the reporting period. Actual amounts may differ from these estimates and assumptions.

We believe our most critical accounting policies are the regular evaluation of whether the value of a real estate asset has been impaired and accounting for acquisitions. Each of these items involves estimates that require management to make judgments that are subjective in nature. We collect historical data and current market data, and based on our experience we analyze these assumptions in order to arrive at what we believe to be reasonable estimates. Under different conditions or assumptions, materially different amounts could be reported related to the accounting policies described below. In addition, application of these accounting policies involves the exercise of judgments on the use of assumptions as to future uncertainties and, as a result, actual results could materially differ from these estimates.

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 disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding the allocation of tangible and intangible assets and liabilities for real estate acquisitions, impairments of long-lived assets, stock-based compensation and its common stock warrants liability. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions.

Derivative Instruments and Hedging Activities

We record all derivatives on the accompanying 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 changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. 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 enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply, or we elect not to apply hedge accounting.

In accordance with fair value measurement guidance, we made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting arrangements on a net basis by counterparty portfolio. Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. We minimize the credit risk in our derivative financial instruments by entering into transactions with various high-quality counterparties. Our exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying consolidated balance sheets.

Real Estate Property Acquisitions

The Company accounts for its real estate property acquisitions in accordance with Financial Accounting Standards Board (“FASB”) ASC 805. The Company has concluded that the acquisition of real estate properties will generally be accounted for as an asset acquisition as opposed to a business combination. The significant difference between the two accounting models is that within an acquisition of assets, acquisition costs are capitalized as a cost of the assets, whereas in a business combination acquisition costs are expensed and not included as part of the consideration transferred.

The accounting for real estate property acquisitions requires estimates and judgment as to expectations for future cash flows of the acquired property, the allocation of those cash flows to identifiable intangible assets and liabilities, and in determining the estimated fair value for assets acquired and liabilities assumed. The amounts allocated to lease intangibles (leases in place, leasing commissions, tenant relationships, and above and below market leases) are based on management’s estimates and assumptions, as well as other information compiled by management, including independent third party analysis and market data, and are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period. Such inputs are Level 3 in the fair value hierarchy. The process for determining the allocation to these components requires management to make estimates and assumptions, including rental rates, land value, discount rates, and exit capitalization rates.

Revenue Recognition

Minimum rental revenue from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the term of the individual leases. In accordance to ASC 842, we assess the collectability of lease receivables (including future minimum rental payments) both at commencement and throughout the lease term. If our assessment of collectability changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenue. Rental revenue associated with leases where collectability has been deemed less than probable is recognized on a cash basis in accordance with ASC 842.

Results of Operations (dollars in thousands)

Our consolidated results of operations are often not comparable from period to period due to the effect of property acquisitions and dispositions completed during the comparative reporting periods. Our Total Portfolio represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions, dispositions and other and to highlight the operating results of our on-going business, we have separately presented the results of our Same Store Portfolio and Acquisitions, Dispositions and Other.

For the years ended December 31, 2023, and 2022, we define the Same Store Portfolio as a subset of our Total Portfolio and includes properties that were wholly owned by us for the entire period presented. We define Acquisitions, Dispositions and Other as any properties that were acquired, sold, or held for development or repurposing during the period from January 1, 2022 through December 31, 2023.

The discussion of our Same Store Portfolio and our total portfolio for the comparison of the years ended December 31, 2022 and 2021 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 23, 2023.

Year Ended December 31, 2023, Compared to Year Ended December 31, 2022

The following table summarizes the results of operations for our Same Store Portfolio, our acquisitions, dispositions and other and total portfolio for the years ended December 31, 2023 and 2022 (dollars in thousands):

		Same Store Portfolio															Acquisitions, Dispositions and Other															Total Portfolio
		Year Ended December 31,								Change							Year Ended December 31,								Change							Year Ended December 31,								Change
		2023				2022				$				%			2023				2022				$				%			2023				2022				$				%
Revenue:
Rental revenue		$	166,405			$	160,391			$	6,014			3.7%			$	33,355			$	23,051			$	10,304			44.7%			$	199,760			$	183,442			$	16,318			8.9%
Management fee revenue and other income			—				—				—			—				88				94				(6	)		(6.4%	)			88				94				(6	)		(6.4%	)
Total revenues			166,405				160,391				6,014			3.7%				33,443				23,145				10,298			44.5%				199,848				183,536				16,312			8.9%
Property expenses			51,705				48,577				3,128			6.4%				10,837				8,024				2,813			35.1%				62,542				56,601				5,941			10.5%
Depreciation and amortization																																	92,891				95,312				(2,421	)		(2.5%	)
General and administrative																																	14,904				15,939				(1,035	)		(6.5%	)
Total operating expenses																																	170,337				167,852				2,485			1.5%
Other income (expense):
Interest expense																																	(38,278	)			(32,217	)			(6,061	)		18.8%
Earnings (loss) in investment of unconsolidated joint venture																																	—				(147	)			147			(100.0%	)
Loss on extinguishment of debt																																	(72	)			(2,176	)			2,104			(96.7%	)
Gain on sale of real estate																																	22,646				—				22,646			0%
(Appreciation) depreciation of warrants																																	—				1,760				(1,760	)		(100.0%	)
Total other income (expense)																																	(15,704	)			(32,780	)			17,076			52.1%
Net income (loss)																																$	13,807			$	(17,096	)		$	30,903			180.8%

Rental revenue : Rental revenue increased $16,318 to $199,760 for the year ended December 31, 2023 as compared to $183,442 for the year ended December 31, 2022. The increase was primarily related to a net increase in rental revenue from Acquisitions, Dispositions and Other of $10,304 and an increase of $6,014 from Same Store Portfolio primarily from an increase in rent income of $6,814 due to scheduled rent steps and leasing activities, an increase of $3,307 in tenant reimbursements, partially offset by a decrease in non-cash rent adjustments of $4,107 for the year ended December 31, 2023.

Property expenses: Property expenses increased $5,941 for the year ended December 31, 2023 to $62,542 as compared to $56,601 for the year ended December 31, 2022 primarily due to a net increase in expenses related to Acquisitions, Dispositions and Other of $2,813 and an increase of $3,128 from the Same Store Portfolio driven primarily by an increase in real estate taxes and operating expenses.

Depreciation and amortization : Depreciation and amortization expense decreased by $2,421 to $92,891 for the year ended December 31, 2023 as compared to $95,312 for the year ended December 31, 2022, primarily due to a net increase from Acquisitions, Dispositions and Other of $3,083, offset by a decrease of $5,504 for the Same Store Portfolio due to the full depreciation and amortization of certain assets during the year ended December 31, 2023.

General and administrative: General and administrative expenses decreased approximately $1,035 to $14,904 for the year ended December 31, 2023 as compared to $15,939 for the year ended December 31, 2022. The decrease is attributable primarily to decreased compensation and professional expenses of $1,099, a decrease in acquisition expenses of $120, partially offset by an increase in non-cash stock compensation of $362.

Interest expense : Interest expense increased by approximately $6,061 to $38,278 for the year ended December 31, 2023 as compared to $32,217 for the year ended December 31, 2022. The increase is primarily due to increased interest rates and outstanding borrowings under the KeyBank unsecured line of credit for the year ended December 31, 2023 compared to the year ended December 31, 2022. The schedule below is a comparative analysis of the components of interest expense for the years ended December 31, 2023 and 2022.

(In thousands)		Year Ended December 31,
		2023				2022
Changes in accrued interest		$	984			$	2,248
Amortization of debt related costs			2,184				2,163
Total change in accrued interest and amortization of debt related costs			3,168				4,411
Cash interest paid			36,212				28,931
Capitalized interest			(1,102	)			(1,125	)
Total interest expense		$	38,278			$	32,217

Earnings (loss) in investment of unconsolidated joint venture: Earnings (loss) in investment of unconsolidated joint venture represents the Company’s pro-rata share of the net loss recognized by the former MIR JV, which was consolidated into the Company’s consolidated financial statements following the Company’s acquisition of the remaining 80% interest in the MIR JV from the MIR JV Partner on March 11, 2022.

Loss on extinguishment of debt: Loss on extinguishment of debt of $72 for the year ended December 31, 2023 was due to the partial repayment of the Transamerica Loan. Loss on extinguishment of debt of $2,176 for the year ended December 31, 2022 was due to the repayment of the JPMorgan Chase Loan.

Gain on sale of real estate : Gain on sale of real estate of $22,646 represents the gain realized on the sale of real estate for the year ended December 31, 2023. No sales of real estate occurred during the year ended December 31, 2022.

(Appreciation) depreciation of warrants: (Appreciation) depreciation of warrants represents the change in the fair market value of our common stock warrants. For the year ended December 31, 2022, the Company recorded depreciation of warrants of $1,760. During Q1 2022, all common stock warrants were fully exercised on a cash-less basis and no warrants remained outstanding as of December 31, 2023.

Supplemental Earnings Measures

Investors in and industry analysts following the real estate industry utilize supplemental earnings measures such as net operating income (“NOI”), earnings before interest, taxes, depreciation and amortization for real estate (“EBITDA re ”), funds from operations (“FFO”), core funds from operations (“Core FFO”) and adjusted funds from operations (“AFFO”) as supplemental operating performance measures of an equity REIT. Historical cost accounting for real estate assets in accordance with accounting principles generally accepted in the United States of America ("GAAP") implicitly assumes that the value of real estate assets diminishes predictably over time through depreciation. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors prefer to supplement operating results that use historical cost accounting with measures such as NOI, EBITDA re , FFO, Core FFO and AFFO, among others. We provide information related to NOI, EBITDA re , FFO, Core FFO and AFFO both because such industry analysts are interested in such information, and because our management believes NOI, EBITDA re , FFO, Core FFO and AFFO are important performance measures. NOI, EBITDA re , FFO, Core FFO and AFFO are factors used by management in measuring our performance. Neither NOI, EBITDA re , FFO, Core FFO or AFFO should be considered as a substitute for net income, or any other measures derived in accordance with GAAP. Neither NOI, EBITDA re , FFO, Core FFO or AFFO represents cash generated from operating activities in accordance with GAAP and neither should be considered as an alternative to cash flow from operating activities as a measure of our liquidity, nor is either indicative of funds available for our cash needs, including our ability to make cash distributions.

NOI

We consider net operating income, or NOI, to be an appropriate supplemental measure to net income in that it helps both investors and management understand the core operations of our properties. We define NOI as total revenue (including rental revenue and tenant reimbursements) less property-level operating expenses. NOI excludes depreciation and amortization, general and administrative expenses, impairments, gain/loss on sale of real estate, interest expense, and other non-operating items.

The following is a reconciliation from historical reported net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI:

(In thousands)	Year Ended December 31,
	2023				2022				2021
NOI:
Net income (loss)	$	13,807			$	(17,096	)		$	(15,267	)
General and administrative		14,904				15,939				12,920
Depreciation and amortization		92,891				95,312				70,642
Interest expense		38,278				32,217				19,968
(Earnings) loss in investment of unconsolidated joint venture		—				147				850
Loss on extinguishment of debt		72				2,176				523
Gain on sale of real estate		(22,646	)			—				(1,775	)
Appreciation (depreciation) of warrants		—				(1,760	)			5,121
Management fee revenue and other income		(88	)			(94	)			(348	)
NOI	$	137,218			$	126,841			$	92,634

EBITDAre

We define earnings before interest, taxes, depreciation and amortization for real estate in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). EBITDA re represents net income (loss), computed in accordance with GAAP, before interest expense, tax, depreciation and amortization, gains or losses on the sale of rental property, appreciation (depreciation) of warrants, loss on impairments, and loss on extinguishment of debt. We believe that EBITDA re is helpful to investors as a supplemental measure of our operating performance as a real estate company as it is a direct measure of the actual operating results of our industrial properties. The following table sets forth a reconciliation of our historical net income (loss) to EBITDA re for the periods presented:

(In thousands)	Year Ended December 31,
	2023				2022				2021
EBITDA re :
Net income (loss)	$	13,807			$	(17,096	)		$	(15,267	)
Depreciation and amortization		92,891				95,312				70,642
Interest expense		38,278				32,217				19,968
Loss on extinguishment of debt		72				2,176				523
Gain on sale of real estate		(22,646	)			—				(1,775	)
Appreciation (depreciation) of warrants		—				(1,760	)			5,121
EBITDA re	$	122,402			$	110,849			$	79,212

FFO and Core FFO

Funds from operations, or FFO, is a non-GAAP financial measure that is widely recognized as a measure of an REIT’s operating performance, thereby, providing investors the potential to compare our operating performance with that of other REITs. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. In December 2018, NAREIT issued a white paper restating the definition of FFO. The purpose of the restatement was not to change the fundamental definition of FFO, but to clarify existing NAREIT guidance. The restated definition of FFO is as follows: Net Income (calculated in accordance with GAAP), excluding: (i) Depreciation and amortization related to real estate, (ii) Gains and losses from the sale of certain real estate assets, (iii) Gain and losses from change in control, and (iv) Impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We define FFO, consistent with the NAREIT definition. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. Other equity REITs may not calculate FFO as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends.

We calculate Core FFO by adjusting FFO for non-comparable items such as dividends paid (or declared) to holders of our preferred stock, acquisition and transaction related expenses for transactions not completed, and certain non-cash operating expenses such as impairment on real estate lease, appreciation/(depreciation) of warrants and loss on extinguishment of debt. We believe that Core FFO is a useful supplemental measure in addition to FFO by adjusting for items that are not considered by us to be part of the period-over-period operating performance of our property portfolio, thereby, providing a more meaningful and consistent comparison of our operating and financial performance during the periods presented below. As with FFO, our reported Core FFO may not be comparable to other REITs’ Core FFO, should not be used as a measure of our liquidity, and is not indicative of our funds available for our cash needs, including our ability to pay dividends.

The following table sets forth a reconciliation of our historical net income (loss) to FFO and Core FFO for the periods presented:

(In thousands)		Year Ended December 31,
		2023				2022				2021
FFO:
Net income (loss)		$	13,807			$	(17,096	)		$	(15,267	)
Gain on sale of real estate			(22,646	)			—				(1,775	)
Depreciation and amortization			92,891				95,312				70,642
Depreciation and amortization from unconsolidated joint venture			—				268				1,539
FFO		$	84,052			$	78,484			$	55,139
Preferred stock dividends			(2,509	)			(4,866	)			(6,608	)
Acquisition expenses			85				201				—
Appreciation (depreciation) of warrants			—				(1,760	)			5,121
Loss on extinguishment of debt			72				2,176				523
Core FFO		$	81,700			$	74,235			$	54,175

AFFO

Adjusted funds from operations, or AFFO, is presented in addition to Core FFO. AFFO is defined as Core FFO, excluding certain non-cash operating revenues and expenses, capitalized interest and recurring capitalized expenditures. Recurring capitalized expenditures include expenditures required to maintain and re-tenant our properties, tenant improvements and leasing commissions. AFFO further adjusts Core FFO for certain other non-cash items, including the amortization or accretion of above or below market rents included in revenues, straight line rent adjustments, non-cash equity compensation and non-cash interest expense.

We believe AFFO provides a useful supplemental measure of our operating performance because it provides a consistent comparison of our operating performance across time periods that is comparable for each type of real estate investment and is consistent with management’s analysis of the operating performance of our properties. As a result, we believe that the use of AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.

As with Core FFO, our reported AFFO may not be comparable to other REITs’ AFFO, should not be used as a measure of our liquidity, and is not indicative of our funds available for our cash needs, including our ability to pay dividends.

The following table sets forth a reconciliation of FFO attributable to common stockholders and unit holders to AFFO.

(In thousands)		Year Ended December 31,
		2023				2022				2021
AFFO:
Core FFO		$	81,700			$	74,235			$	54,175
Amortization of debt related costs			2,184				2,163				1,605
Non-cash interest expense			984				2,248				191
Stock compensation			2,966				2,603				1,559
Capitalized interest			(1,102	)			(1,125	)			—
Straight line rent			(1,944	)			(3,682	)			(3,700	)
Above/below market lease rents			(2,221	)			(3,151	)			(2,096	)
Recurring capital expenditures (1)			(5,743	)			(6,793	)			(8,767	)
AFFO		$	76,824			$	66,498			$	42,967

_______________

(1)

Excludes non-recurring capital expenditures of $30,366, $60,350 and $22,547 for the years ended December 31, 2023, 2022 and 2021, respectively.

Cash Flow

A summary of our cash flows for the years ended December 31, 2023 and 2022 are as follows:

(In thousands)		Year Ended December 31,
		2023				2022
Net cash provided by operating activities		$	81,872			$	72,228
Net cash used in investing activities		$	(79	)			(252,357	)
Net cash (used in) provided by financing activities		$	(86,802	)		$	167,968

Operating activities : Net cash provided by operating activities for the year ended December 31, 2023 increased approximately $9,644 compared to the year ended December 31, 2022. The increase was primarily attributable to incremental operating cash flows from developments placed in service between Q1 2023 and Q4 2023 and Same Store properties.

Investing activities: Net cash used in investing activities for the year ended December 31, 2023 decreased approximately $252,278 compared to the year ended December 31, 2022 primarily due to a decrease in property acquisitions completed during the year ended December 31, 2023 totaling $0 as opposed to $197,085 during the year ended December 31, 2022, a decrease in capital expenditures of $20,743, partially offset by an increase in net proceeds from the sale of real estate of $34,450.

Financing activities: Net cash (used in) provided by financing activities for the year ended December 31, 2023 decreased $254,770 compared to the year ended December 31, 2023. The change was predominantly driven by a decrease of $8,714 in net proceeds from the issuance of common stock, a decrease in debt issuance costs of $1,743, a decrease of $1,685 in repurchase and extinguishment of Series A Preferred Stock, a decrease of $213,678 in net proceeds from secured and unsecured debt and the line of credit, offset by an increase of $1,963 in dividends paid, and an increase of $33,843 in redemption of preferred stock.

Liquidity and Capital Resources

We intend to make reserve allocations as necessary to aid our objective of preserving capital for our investors by supporting the maintenance and viability of properties we acquire in the future. If reserves and any other available income become insufficient to cover our operating expenses and liabilities, it may be necessary to obtain additional funds by borrowing, refinancing properties or liquidating our investments.

Our short-term liquidity requirements consist primarily of funds to pay for operating expenses and other expenditures directly associated with our properties, including:

	•	property expenses that are not borne by our tenants under our leases;
	•	principal and interest expense on outstanding indebtedness;
	•	general and administrative expenses; and
	•	capital expenditures for tenant improvements and leasing commissions.

We intend to satisfy our short-term liquidity requirements through our existing cash, cash flow from operating activities and the net proceeds of any potential future offerings.

Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through cash flow from operations, long-term secured and unsecured borrowings, future issuances of equity and debt securities, property dispositions and joint venture transactions, and, in connection with acquisitions of additional properties, the issuance of OP units.

As of December 31, 2023, we had available liquidity of approximately $220.8 million, comprised of $26.2 million in cash and cash equivalents and $194.6 million of borrowing capacity on our KeyBank unsecured line of credit. The Company anticipates it will have sufficient liquidity and access to capital resources to meet its current obligations and to meet any scheduled debt maturities.

Variable Interest Rates ($ in thousands)

We are exposed to market risk from changes in interest rates. Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under our KeyBank line of credit and unsecured KeyBank Term Loans, which bear interest at a variable rate.

At December 31, 2023, we had $605,400 of outstanding variable rate debt. As of December 31, 2023, all our outstanding variable debt was fixed with interest rate swaps through maturity, with the exception of the KeyBank unsecured line of credit which had only $100,000 of its $155,400 balance fixed with interest rate swaps through maturity. The KeyBank unsecured line of credit was subject to a weighted average interest rate of 6.67% during the year ended December 31, 2023. Based on the variable rate borrowings for our KeyBank unsecured line of credit outstanding during the year ended December 31, 2023, we estimate that had the average interest rate on our weighted average borrowings increased by 25 basis points for the year ended December 31, 2023, our interest expense for the year would have increased by approximately $214. This estimate assumes the interest rate of each borrowing is raised by 25 basis points. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings at that time.

Existing Indebtedness as of December 31, 2023

The following is a schedule of our indebtedness as of December 31, 2023 ($ in thousands):

Loan		Outstanding Balance				Interest rate at December 31, 2023				Maturity Date
Secured debt:
Ohio National Life Mortgage		$	18,409				4.14%			August 1, 2024
Allianz Loan			61,260				4.07%			April 10, 2026
Nationwide Loan			14,948				2.97%			October 1, 2027
Minnesota Life Memphis Industrial Loan			54,956				3.15%			January 1, 2028
Lincoln Life Gateway Mortgage			28,800				3.43%			January 1, 2028
Midland National Life Insurance Mortgage			10,665				3.50%			March 10, 2028
Minnesota Life Loan			19,569				3.78%			May 1, 2028
Transamerica Loan			59,357				4.35%			August 1, 2028
Total secured debt		$	267,964
Unamortized debt issuance costs, net			(1,174	)
Unamortized premium/(discount), net			97
Secured debt, net		$	266,887
Unsecured debt:
$100m KeyBank Term Loan			100,000				3.10% (1)(2)			August 11, 2026
$200m KeyBank Term Loan			200,000				3.13% (1)(2)			February 11, 2027
$150m KeyBank Term Loan			150,000				4.50% (1)(2)			May 2, 2027
Total unsecured debt		$	450,000
Unamortized debt issuance costs, net			(2,010	)
Unsecured debt, net		$	447,990
Borrowings under line of credit:
KeyBank unsecured line of credit			155,400				6.62% (1)(3)			August 11, 2025
Total borrowings under line of credit		$	155,400

________________________

(1)	For the month of December 2023, the one-month term SOFR for our unsecured debt was 5.345% and the one-month term SOFR for our borrowings under line of credit was at a weighted average of 5.350%. The spread over the applicable rate for the $100m, $150m, and $200m KeyBank Term Loans and KeyBank unsecured line of credit is based on the Company’s total leverage ratio plus the 0.1% SOFR index adjustment.
(2)	As of December 31, 2023, the one-month term SOFR for the $100m, $150m and $200m KeyBank Term Loans was swapped to a fixed rate of 1.504%, 2.904%, 1.527% respectively.
(3)	As of December 31, 2023, $100m of the outstanding borrowings under the KeyBank unsecured line of credit was swapped to a fixed USD-SOFR rate at a weighted average of 4.754%.

2023 Debt Activity

On November 1, 2023, the Company repaid in full, the outstanding principal and interest balance of approximately $110,019 on the AIG Loan using proceeds from the KeyBank unsecured line of credit.

Stock Issuances ($ in thousands)

Universal Shelf S-3 Registration Statement

On June 11, 2021, the Company and Operating Partnership filed a shelf registration statement on Form S-3 (“2021 $750 Million S-3 Filing”) with the U.S. Securities and Exchange Commission (“SEC”) registering an aggregate of $750,000 of securities, consisting of an indeterminate amount of common stock, preferred stock, depository shares, warrants, rights to purchase our common stock and debt securities. As of December 31, 2023, the Company has $532,693 available for issuance under the 2021 $750 Million S-3 Filing.

ATM Program

On February 28, 2023, the Company entered into a distribution agreement with certain sales agents pursuant to which the Company may issue and sell, from time to time, shares of its common stock, with aggregate gross proceeds of $200,000 through an “at-the-market” equity offering program (the “2023 $200 Million ATM Program”). The 2023 $200 Million ATM Program replaced the previous $200 Million ATM program, which was entered on November 9, 2021 (“2021 $200 Million ATM Program”).

For the year ended December 31, 2023, the Company issued 2,200,600 shares of its common stock under the 2023 $200 Million ATM Program for aggregate net proceeds of approximately $49,465. The Company has approximately $149,292 available for issuance under the 2023 $200 Million ATM Program. No shares were issued under the 2021 $200 Million ATM Program for the year ended December 31, 2023.

Contractual Obligations and Commitments

The following table sets forth our obligations and commitments as of December 31, 2023:

(in thousands)		Payments Due by Period
		Total				2024				2025				2026				2027				2028				Thereafter
Principal payments - secured debt		$	267,964			$	23,041			$	4,810			$	62,582			$	17,486			$	160,045			$	—
Principal payments - unsecured debt			450,000				—				—				100,000				350,000				—				—
Principal payments - borrowings under line of credit			155,400				—				155,400				—				—				—				—
Interest payments - secured debt			34,651				9,774				9,093				7,332				6,328				2,124				—
Interest payments - unsecured debt			65,920				16,110				16,110				16,110				14,818				2,772				—
Interest payments - borrowings under line of credit (1)			17,441				10,282				7,159				—				—				—				—
Office Leases			5,934				1,243				857				764				779				794				1,497
Ground Leases (2)			8,382				192				207				209				209				209				7,356
Total Contractual Obligations		$	1,005,692			$	60,642			$	193,636			$	186,997			$	389,620			$	165,944			$	8,853

____________________

(1)

Interest payments for the $100m, $150m and $200m KeyBank Term Loans are calculated using a fixed rate of 1.504%, 2.904%, and 1.527%, respectively. Interest payments for the borrowings under line of credit for the balance that is swapped to a fixed rate is calculated using an interest rate of 4.754%. Interest payments for the borrowings under line of credit for the balance that is not swapped to a fixed rate is calculated using an interest rate of 7.000%.

(2)

Includes two ground subleases with a lease term through the end of December 31, 2055. Lease term includes one, twenty year renewal option at a stated rent.

In addition to the contractual obligations set forth in the table above, we have entered into employment agreements with certain of our executive officers. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $300 to $600 annually with discretionary cash and stock performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies.

We also enter into contracts for maintenance and other services at certain properties from time to time.

Off-Balance Sheet Arrangements

As of December 31, 2023, we have no off-balance sheet arrangements.

Inflation

Prior to 2021, the rate of inflation was low and had minimal impact on the performance of our industrial properties in the markets in which we operate, however, inflation has significantly increased during 2021 through 2023 and may remain at an elevated level or increase further. The majority of our leases are either triple net or provide for tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and tenant payment of taxes and expenses described above. We do not believe that inflation has had a material impact on our historical financial position or results of operations.

Interest Rate Risk ($ in thousands)

The Company uses interest rate swap agreements as a derivative instrument to manage interest rate risk and is recognized on the consolidated balance sheets at fair value. As of December 31, 2023, all our outstanding variable rate debt was fixed with interest rate swaps through maturity with the exception of the balance of $55,400 under the KeyBank unsecured line of credit. We recognize all derivatives within the consolidated balance sheets at fair value. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income, which is a component of stockholders’ equity. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. As of December 31, 2023, the Company had entered into eight interest rate swap agreements.

The following table details our outstanding interest rate swaps as of December 31, 2023:

Interest Rate								SOFR Interest				Notional Value (1)				Fair Value (2)
Swap Counterparty		Trade Date		Effective Date		Maturity Date		Strike Rate				December 31, 2023
Capital One, N.A.		July 13, 2022		July 1, 2022		February 11, 2027			1.527%			$	200,000			$	12,539
JPMorgan Chase Bank, N.A.		July 13, 2022		July 1, 2022		August 8, 2026			1.504%			$	100,000			$	5,692
JPMorgan Chase Bank, N.A.		August 19, 2022		September 1, 2022		May 2, 2027			2.904%			$	75,000			$	1,723
Wells Fargo Bank, N.A.		August 19, 2022		September 1, 2022		May 2, 2027			2.904%			$	37,500			$	861
Capital One, N.A.		August 19, 2022		September 1, 2022		May 2, 2027			2.904%			$	37,500			$	852
Wells Fargo Bank, N.A.		November 10, 2023		November 10, 2023		November 1, 2025			4.750%			$	50,000			$	(577)
JPMorgan Chase Bank, N.A.		November 10, 2023		November 10, 2023		November 1, 2025			4.758%			$	25,000			$	(292)
Capital One, N.A.		November 10, 2023		November 10, 2023		November 1, 2025			4.758%			$	25,000			$	(292)

_______________

(1)	Represents the notional value of interest rate swaps effective as of December 31, 2023.
(2)	As of December 31, 2023, the fair value of five of our interest rate swaps were in an asset position of approximately $21.7 million and the remaining three interest rate swaps were in a liability position of approximately $1.2 million.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

During the next twelve months, the Company estimates that an additional $15,368 will be reclassified as a decrease to interest expense. No assurance can be given that any future hedging activities by us will have the desired beneficial effect on our results of operations or financial condition.

Recently Issued Accounting Standards

We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2 to our consolidated financial statements appearing in this annual report on Form 10-K, such standards will not have a material impact on our consolidated financial statements or do not otherwise apply to our operations.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Response to this item is included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information with respect to this Item 8 is hereby incorporated by reference from our Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the forms and rules of the SEC and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this annual report on Form 10-K, our management, including the CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. As a result of this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2023 to provide the reasonable assurance described above.

(b) Management’s Report on Internal Control Over Financial Reporting

The management of Plymouth Industrial REIT, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. 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.

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.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 using the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

(a) None.

(b) None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2023.

ITEM 9C. HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to this Item 10 is incorporated by reference from our proxy statement, which we intend to file on or before April 29, 2024, in connection with our 2024 annual meeting of stockholders.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to this Item 11 is incorporated by reference from our proxy statement, which we intend to file on or before April 29, 2024, in connection with our 2024 annual meeting of stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Information with respect to this Item 12 is incorporated by reference from our proxy statement, which we intend to file on or before April 29, 2024, in connection with our 2024 annual meeting of stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information with respect to this Item 13 is incorporated by reference from our proxy statement, which we intend to file on or before April 29, 2024, in connection with our 2024 annual meeting of stockholders.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND EXPENSES

Information with respect to this Item 14 is incorporated by reference from our proxy statement, which we intend to file on or before April 29, 2024, in connection with our 2024 annual meeting of stockholders.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  Financial Statements

See Index to Consolidated Financial Statements set forth on page F-1 of this Form 10-K as filed as part of this Annual Report on Form 10-K.

(b)  Financial Statement Schedule

Financial Statement Schedule III as listed in the accompanying Index to Consolidated Financial Statements is filed as part of this Annual Report on Form 10-K.

(c)  Exhibits

The exhibits listed in the Exhibit Index are filed as part of this Annual Report on Form 10-K.

EXHIBIT INDEX

Exhibit
Number		Description
3.1		Second Articles of Amendment and Restatement of Plymouth Industrial REIT, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 (File No. 333-196798) filed on September 11, 2014)
3.2		Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 333-173048) filed on September 10, 2014)
3.3		Articles of Amendment of Plymouth Industrial REIT, Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 8 to the Company’s Registration Statement on Form S-11 (File No. 333-19748) filed on June 1, 2017)
4.1		Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K (File No. 001-38106) filed on February 27, 2020)
4.2		Third Amended and Restated 2014 Incentive Award Plan*†
4.3		Restricted Stock Agreement (Employee) (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (File No. 333-251104) filed on December 3, 2020)†
4.4		Restricted Stock Agreement (Director) (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 (File No. 333-251104) filed on December 3, 2020)†
10.1		Amended and Restated Agreement of Limited Partnership of Plymouth Industrial OP, LP (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 (File No. 333-196798) filed on September 11, 2014)
10.2		Amended and Restated Employment Agreement with Jeffrey E. Witherell, dated as of June 19, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-381061) filed on June 24, 2019)†
10.3		Form of Indemnification Agreement between Plymouth Industrial REIT, Inc. and its directors and officers (incorporated by reference to Exhibit 10.6 to Amendment No. 6 to the Company’s Registration Statement on Form S-11 (File No. 333-196798) filed on May 22, 2017)†
10.4		Limited Liability Company Agreement of Plymouth Industrial 20 LLC (incorporated by reference to Exhibit 10.7 to Amendment No. 4 to the Company’s Registration Statement on Form S-11 (File No. 333-196798) filed on March 29, 2017)
10.5		Loan Agreement, dated as of July 10, 2018, by and among Transamerica Life Insurance Company and the Borrowers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38106) filed on July 17, 2018)
10.6		Second Amended and Restated Credit Agreement, dated as of October 8, 2020, by and among Plymouth Industrial OP, LP, the Guarantors from time to time party thereto, KeyBank National Association and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38106) filed on October 9, 2020
10.7		First Amendment to Second Amended and Restated Credit Agreement, dated as of August 11, 2021, by and among Plymouth Industrial OP, LP, the Guarantors, KeyBank National Association and the other Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38106) filed on August 17, 2021
10.8		Term Loan Agreement, dated as of August 11, 2021, by and among Plymouth Industrial OP, LP, the Guarantors from time to time party thereto, KeyBank National Association and the other Lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38106) filed on August 17, 2021

10.9		Distribution Agreement, dated as of February 28, 2023, by and among Plymouth Industrial REIT, Inc., Plymouth Industrial OP, LP and the Agents party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-38106) filed on February 28, 2023)
10.10		Employment Agreement with Anthony Saladino, dated as of February 23, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-381061) filed on February 23, 2022)†
10.11		Second Amendment, Increase and Joinder Agreement to Second Amended and Restated Credit Agreement, dated as of May 2, 2022, by and among Plymouth Industrial OP, LP, the Guarantors from time-to-time party thereto, KeyBank National Association and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-381061) filed on May 4, 2022)
10.12		First Amendment and Joinder to Term Loan Credit Agreement, dated as of May 2, 2022, by and among Plymouth Industrial OP, LP, the Guarantors from time-to-time party thereto, KeyBank National Association and the other Lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-381061) filed on May 4, 2022)
10.13		Amendment No. 1 to Distribution Agreement, dated as of May 9, 2023, by and among Plymouth Industrial REIT, Inc., Plymouth Industrial OP, LP and the Agents party thereto (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-38106) filed on May 9, 2023).
19.1		Plymouth Industrial REIT, Inc. Insider Trading Policy *
21.1		List of Subsidiaries *
23.1		Consent of Pricewaterhouse Coopers LLP *
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 *
97.1		Plymouth Industrial REIT, Inc. Incentive Based Compensation Recoupment Policy *
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.XSD		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

________________

* Filed herewith.

† Management contract or compensation plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PLYMOUTH INDUSTRIAL REIT, INC.
	By:	/s/ Jeffrey E. Witherell
		Name:	Jeffrey E. Witherell
		Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Jeffrey E. Witherell		Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)		February 22, 2024
Jeffrey E. Witherell
/s/ Anthony Saladino		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		February 22, 2024
Anthony Saladino
/s/ Pendleton P. White, Jr.		Director		February 22, 2024
Pendleton P. White, Jr.
/s/ Philip S. Cottone		Director		February 22, 2024
Philip S. Cottone
/s/ Richard DeAgazio		Director		February 22, 2024
Richard DeAgazio
/s/ David G. Gaw		Director		February 22, 2024
David G. Gaw
/s/ John W. Guinee III		Director		February 22, 2024
John W. Guinee III
/s/ Caitlin Murphy		Director		February 22, 2024
Caitlin Murphy

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS	Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID 238 )	F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021	F-5
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021	F-6
Consolidated Statements of Changes in Preferred Stock and Equity for the Years Ended December 31, 2023, 2022 and 2021	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021	F-9
Notes to Consolidated Financial Statements	F-11
Financial Statement Schedule
Schedule III. Real Estate Properties and Accumulated Depreciation as of December 31, 2023	F-34

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Plymouth Industrial REIT, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Plymouth Industrial REIT, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of changes in preferred stock and equity, and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of Impairment Indicators of Real Estate Properties

As described in Notes 2 and 3 to the consolidated financial statements, the Company’s long-lived assets are primarily comprised of real estate properties, which had a net balance of $1.3 billion as of December 31, 2023 and did not include an impairment charge for the year ended December 31, 2023. Management assesses the carrying values of real estate properties for impairment on a quarterly basis, or whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Impairment indicators include changes in the anticipated holding period, general market conditions, and property operating performance.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of real estate properties is a critical audit matter are (i) the significant judgment by management in identifying the impairment indicators of real estate properties and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s identification of the impairment indicators related to changes in the anticipated holding period, general market conditions, and property operating performance.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of impairment indicators of real estate properties. These procedures also included, among others, (i) testing management’s process for identifying the impairment indicators of real estate properties, (ii) testing the completeness and accuracy of the underlying data used in the assessment, and (iii) evaluating the reasonableness of management’s identification of impairment indicators related to changes in the anticipated holding period, general market conditions, and property operating performance. Evaluating the reasonableness of management’s identification of the impairment indicators involved considering whether the indicators were consistent with evidence obtained in other areas of the audit, as well as (i) related to the anticipated holding period, assessing management’s intent and ability with respect to holding the real estate properties, (ii) related to the general market conditions, assessing management’s considerations of market conditions and evaluating the consistency with external market and industry data, and (iii) related to property operating performance, evaluating current performance and, for certain properties, past performance.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 22, 2024

We have served as the Company’s auditor since 2020.

PLYMOUTH INDUSTRIAL REIT, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

		December 31,				December 31,
		2023				2022
Assets
Real estate properties		$	1,567,866			$	1,555,846
Less accumulated depreciation			( 268,046	)			( 205,629	)
Real estate properties, net			1,299,820				1,350,217
Cash			14,493				11,003
Cash held in escrow			4,716				13,376
Restricted cash			6,995				6,834
Deferred lease intangibles, net			51,474				70,718
Interest rate swaps			21,667				30,115
Other assets			42,734				39,055
Total assets		$	1,441,899			$	1,521,318
Liabilities, Preferred Stock and Equity
Liabilities:
Secured debt, net		$	266,887			$	389,531
Unsecured debt, net			447,990				447,345
Borrowings under line of credit			155,400				77,500
Accounts payable, accrued expenses and other liabilities			73,904				72,551
Deferred lease intangibles, net			6,044				8,918
Interest rate swaps			1,161				—
Financing lease liability			2,271				2,248
Total liabilities			953,657				998,093
Commitments and contingencies (Note 14)
Preferred stock, par value $ 0.01 per share, 100,000,000 shares authorized,
Series A: 0 and 1,955,513 shares issued and outstanding at December 31, 2023 and 2022, respectively (aggregate liquidation preference of $ 0 and $ 48,888 at December 31, 2023 and 2022, respectively)			—				46,844
Equity:
Common stock, $ 0.01 par value: 900,000,000 shares authorized; 45,250,184 and 42,849,489 shares issued and outstanding at December 31, 2023 and 2022, respectively			452				428
Additional paid in capital			644,938				635,068
Accumulated deficit			( 182,606	)			( 194,243	)
Accumulated other comprehensive income			20,233				29,739
Total stockholders' equity			483,017				470,992
Non-controlling interest			5,225				5,389
Total equity			488,242				476,381
Total liabilities, preferred stock and equity		$	1,441,899			$	1,521,318

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

PLYMOUTH INDUSTRIAL REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

		Year Ended December 31,
		2023				2022				2021
Rental revenue		$	199,760			$	183,442			$	140,270
Management fee revenue and other income			88				94				348
Total revenues			199,848				183,536				140,618
Operating expenses:
Property			62,542				56,601				47,636
Depreciation and amortization			92,891				95,312				70,642
General and administrative			14,904				15,939				12,920
Total operating expenses			170,337				167,852				131,198
Other income (expense):
Interest expense			( 38,278	)			( 32,217	)			( 19,968	)
Earnings (loss) in investment of unconsolidated joint venture			—				( 147	)			( 850	)
Loss on extinguishment of debt			( 72	)			( 2,176	)			( 523	)
Gain on sale of real estate			22,646				—				1,775
(Appreciation) depreciation of warrants			—				1,760				( 5,121	)
Total other income (expense)			( 15,704	)			( 32,780	)			( 24,687	)
Net income (loss)			13,807				( 17,096	)			( 15,267	)
Less: Net income (loss) attributable to non-controlling interest			147				( 210	)			( 259	)
Net income (loss) attributable to Plymouth Industrial REIT, Inc.			13,660				( 16,886	)			( 15,008	)
Less: Preferred Stock dividends			2,509				4,866				6,608
Less: Series B Preferred Stock accretion to redemption value			—				4,621				7,228
Less: Loss on extinguishment/redemption of Series A Preferred Stock			2,023				99				—
Less: Amount allocated to participating securities			337				256				201
Net income (loss) attributable to common stockholders		$	8,791			$	( 26,728	)		$	( 29,045	)
Net income (loss) per share attributable to common stockholders — basic		$	0.20			$	( 0.67	)		$	( 0.94	)
Net income (loss) per share attributable to common stockholders — diluted		$	0.20			$	( 0.67	)		$	( 0.94	)
Weighted-average common shares outstanding — basic			43,554,504				39,779,128				30,910,581
Weighted-average common shares outstanding — diluted			43,631,693				39,779,128				30,910,581

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

PLYMOUTH INDUSTRIAL REIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)

		Year Ended December 31,
		2023				2022				2021
Net income (loss)		$	13,807			$	( 17,096	)		$	( 15,267	)
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swaps			( 9,609	)			30,115				—
Other comprehensive income (loss)			( 9,609	)			30,115				—
Comprehensive income (loss)			4,198				13,019				( 15,267	)
Less: Net income (loss) attributable to non-controlling interest			147				( 210	)			( 259	)
Less: Other comprehensive income (loss) attributable to non-controlling interest			( 103	)			376				—
Comprehensive income (loss) attributable to Plymouth Industrial REIT, Inc.		$	4,154			$	12,853			$	( 15,008	)

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

PLYMOUTH INDUSTRIAL REIT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN PREFERRED STOCK AND EQUITY

YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

(In thousands, except share and per share amounts)

	Preferred Stock Series A $0.01 Par Value					Preferred Stock Series B $0.01 Par Value						Common Stock, $0.01 Par Value					Additional Paid in			Accumulated			Accumulated Other Comprehensive			Stockholders’			Non- controlling			Total
	Shares		Amount			Shares		Amount				Shares		Amount			Capital			Deficit			Income			Equity			Interest			Equity
Balance, January 1, 2021	2,023,999		$	48,485		4,411,764		$	87,209			25,344,161		$	253		$	360,752		$	( 162,250	)	$	—		$	198,755		$	4,767		$	203,522
Repurchase and extinguishment of Series A Preferred Stock	( 448	)		( 12	)	—			—			—			—			—			—			—			—			—			—
Series B Preferred Stock accretion to redemption value	—			—		—			7,228			—			—			( 7,228	)		—			—			( 7,228	)		—			( 7,228	)
Net proceeds from common stock	—			—		—			—			10,524,731			106			211,927			—			—			212,033			—			212,033
Stock based compensation	—			—		—			—			—			—			1,559			—			—			1,559			—			1,559
Restricted shares issued (forfeited)	—			—		—			—			125,434			1			—			—			—			1			—			1
Dividends and distributions	—			—		—			—			—			—			( 33,584	)		—			—			( 33,584	)		( 436	)		( 34,020	)
Redemption of partnership units	—			—		—			—			116,333			1			2,086			—			—			2,087			( 2,087	)		—
Reallocation of non-controlling interest	—			—		—			—			—			—			( 2,846	)		—			—			( 2,846	)		2,846			—
Net income (loss)	—			—		—			—			—			—			—			( 15,008	)		—			( 15,008	)		( 259	)		( 15,267	)
Balance, December 31, 2021	2,023,551		$	48,473		4,411,764		$	94,437			36,110,659		$	361		$	532,666		$	( 177,258	)	$	—		$	355,769		$	4,831		$	360,600
Repurchase and extinguishment of Series A Preferred Stock	( 68,038	)		( 1,629	)	—			—			—			—			—			( 99	)		—			( 99	)		—			( 99	)
Series B Preferred Stock accretion to redemption value	—			—		—			4,621			—			—			( 4,621	)		—			—			( 4,621	)		—			( 4,621	)
Conversion of Series B Preferred Stock	—			—		( 4,411,764	)		( 99,058	)		4,121,393			41			84,017			—			—			84,058			—			84,058
Net proceeds from common stock	—			—		—			—			2,345,247			24			58,155			—			—			58,179			—			58,179
Stock based compensation	—			—		—			—			—			—			2,603			—			—			2,603			—			2,603
Restricted shares issued (forfeited)	—			—		—			—			132,250			—			—			—			—			—			—			—
Conversion of common stock warrants	—			—		—			—			139,940			2			3,756			—			—			3,758			—			3,758
Dividends and distributions	—			—		—			—			—			—			( 40,684	)		—			—			( 40,684	)		( 432	)		( 41,116	)
Other comprehensive income	—			—		—			—			—			—			—			—			29,739			29,739			376			30,115
Reallocation of non-controlling interest	—			—		—			—			—			—			( 824	)		—			—			( 824	)		824			—
Net income (loss)	—			—		—			—			—			—			—			( 16,886	)		—			( 16,886	)		( 210	)		( 17,096	)
Balance, December 31, 2022	1,955,513		$	46,844		—		$	—			42,849,489		$	428		$	635,068		$	( 194,243	)	$	29,739		$	470,992		$	5,389		$	476,381

	Preferred Stock Series A $0.01 Par Value					Preferred Stock Series B $0.01 Par Value						Common Stock, $0.01 Par Value					Additional Paid in			Accumulated			Accumulated Other Comprehensive			Stockholders’			Non- controlling			Total
	Shares		Amount			Shares		Amount				Shares		Amount			Capital			Deficit			Income			Equity			Interest			Equity
Repurchase and extinguishment of Series A Preferred Stock	( 1,730	)		( 41	)	—			—			—			—			—			( 2	)		—			( 2	)		—			( 2	)
Redemption of Series A Preferred Stock	( 1,953,783	)		( 46,803	)	—			—			—			—			( 19	)		( 2,021	)		—			( 2,040	)		—			( 2,040	)
Net proceeds from common stock	—			—		—			—			2,200,600			22			49,443			—			—			49,465			—			49,465
Stock based compensation	—			—		—			—			—			—			2,966			—			—			2,966			—			2,966
Restricted shares issued (forfeited)	—			—		—			—			200,095			2			( 2	)		—			—			—			—			—
Dividends and distributions	—			—		—			—			—			—			( 42,286	)		—			—			( 42,286	)		( 440	)		( 42,726	)
Other comprehensive income	—			—		—			—			—			—			—			—			( 9,506	)		( 9,506	)		( 103	)		( 9,609	)
Reallocation of non-controlling interest	—			—		—			—			—			—			( 232	)		—			—			( 232	)		232			—
Net income (loss)	—			—		—			—			—			—			—			13,660			—			13,660			147			13,807
Balance, December 31, 2023	—		$	—		—		$	—			45,250,184		$	452		$	644,938		$	( 182,606	)	$	20,233		$	483,017		$	5,225		$	488,242

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

PLYMOUTH INDUSTRIAL REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

		Year Ended December 31,
		2023				2022				2021
Operating activities
Net income (loss)		$	13,807			$	( 17,096	)		$	( 15,267	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			92,891				95,312				70,642
Straight line rent adjustment			( 1,944	)			( 3,682	)			( 3,700	)
Intangible amortization in rental revenue, net			( 2,221	)			( 3,151	)			( 2,096	)
Loss on extinguishment of debt			72				2,176				523
Amortization of debt related costs			2,184				2,163				1,605
Appreciation (depreciation) of warrants			—				( 1,760	)			5,121
Stock based compensation			2,966				2,603				1,559
(Earnings) loss in investment of unconsolidated joint venture			—				147				850
Gain on sale of real estate			( 22,646	)			—				( 1,775	)
Changes in operating assets and liabilities:
Other assets			( 3,091	)			( 915	)			( 3,883	)
Deferred leasing costs			( 6,394	)			( 5,668	)			( 5,564	)
Accounts payable, accrued expenses and other liabilities			6,248				2,099				9,925
Net cash provided by operating activities			81,872				72,228				57,940
Investing activities
Acquisition of real estate properties			—				( 197,085	)			( 337,030	)
Real estate improvements			( 34,751	)			( 55,494	)			( 25,308	)
Proceeds from sale of real estate, net			34,672				222				6,258
Net cash used in investing activities			( 79	)			( 252,357	)			( 356,080	)
Financing activities
Proceeds from issuance of common stock, net			49,465				58,179				212,033
Repayment of secured debt			( 123,264	)			( 21,186	)			( 17,392	)
Proceeds from issuance of unsecured debt			—				150,000				200,000
Proceeds from line of credit facility			149,400				213,000				139,000
Repayment of line of credit facility			( 71,500	)			( 173,500	)			( 191,000	)
Repurchase of Series A Preferred Stock			( 43	)			( 1,728	)			( 12	)
Redemption of Series A Preferred Stock			( 48,843	)			—				—
Redemption of Series B Preferred Stock			—				( 15,000	)			—
Debt issuance costs			( 83	)			( 1,826	)			( 1,692	)
Dividends and distributions paid			( 41,934	)			( 39,971	)			( 31,477	)
Net cash (used in) provided by financing activities			( 86,802	)			167,968				309,460
Net (decrease) increase in cash, cash held in escrow, and restricted cash			( 5,009	)			( 12,161	)			11,320
Cash, cash held in escrow, and restricted cash at beginning of period			31,213				43,374				32,054
Cash, cash held in escrow, and restricted cash at end of period		$	26,204			$	31,213			$	43,374
Supplemental Cash Flow Disclosures:
Cash paid for interest		$	36,212			$	28,931			$	18,172
Assumption of cash, cash held in escrow, and restricted cash upon consolidation of investment in joint venture			—				2,895				—

		Year Ended December 31,
		2023				2022				2021
Supplemental Non-cash Financing and Investing Activities:
Dividends declared included in dividends payable		$	10,216			$	9,426			$	8,286
Distribution payable to non-controlling interest holder		$	110			$	108			$	103
Series B accretion to redemption value		$	—			$	4,621			$	7,228
Real estate improvements included in accounts payable, accrued expenses and other liabilities		$	1,868			$	6,997			$	1,377
Deferred leasing costs included in accounts payable, accrued expenses and other liabilities		$	575			$	483			$	91
Assumption of secured debt		$	—			$	—			$	39,620
Conversion of common stock warrants		$	—			$	3,758			$	—
Conversion of Series B Preferred Stock		$	—			$	84,058			$	—
Consolidation of net book value of investment in joint venture		$	—			$	5,686			$	—
Assumption of other assets upon consolidation of investment in joint venture		$	—			$	638			$	—
Assumption of accounts payable, accrued expenses and other liabilities upon consolidation of investment in joint venture		$	—			$	1,955			$	—
Assumption of secured debt upon consolidation of investment in joint venture		$	—			$	56,000			$	—

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

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

1. Nature of the Business and Basis of Presentation

Business

Plymouth Industrial REIT, Inc., (the “Company”) is a Maryland corporation formed on March 7, 2011. The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns substantially all of its assets and conducts substantially all of its business through its operating partnership, Plymouth Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). The Company, as general partner of the Operating Partnership, controls the Operating Partnership and consolidates the assets, liabilities, and results of operations of the Operating Partnership. As of December 31, 2023 and 2022, the Company owned a 98.9 % and 98.9 % , respectively, equity interest in the Operating Partnership.

The Company is a real estate investment trust focused on the acquisition, ownership and management of single and multi-tenant industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties, located in primary and secondary markets within the main industrial, distribution and logistics corridors of the United States. As of December 31, 2023, the Company, through its subsidiaries, owned 156 industrial properties comprising 211 buildings with an aggregate of approximately 34.0 million square feet (square feet unaudited herein and throughout the Notes), and our regional property management office building located in Columbus, Ohio, totaling approximately 17,260 square feet.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s consolidated financial statements include the accounts of the Company, the Operating Partnership and their subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities.

Consolidation

We consolidate all entities that are wholly owned and those in which we own less than 100% but control, as well as any Variable Interest Entities (“VIEs”) in which we are the primary beneficiary. We evaluate our ability to control an entity and whether the entity is a VIE and we are the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a VIE that most significantly impacts the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our consolidated financial statements.

Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The Company has determined that the Operating Partnership is a VIE and the Company is the primary beneficiary.  The Company's only significant asset is its investment in the Operating Partnership, and therefore, substantially all of the Company’s assets and liabilities are the assets and liabilities of the Operating Partnership.

Risks and Uncertainties

The state of the overall economy can significantly impact the Company’s operational performance and thus impact its financial position. Should the Company experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its stockholders, service debt, or meet other financial obligations.

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 disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding the allocation of tangible and intangible assets and liabilities for real estate acquisitions, impairments of long-lived assets, stock-based compensation and its common stock warrants liability. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions.

F- 11

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 7, and cash held in escrow for real estate tax, insurance, tenant capital improvement and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of December 31, 2023, the Company has not realized any losses in such cash accounts and believes it mitigates its risk of loss by depositing its cash and restricted cash in highly rated financial institutions or within accounts that are below the federally insured limits.

The following table presents a reconciliation of cash, cash held in escrow, and restricted cash reported within our consolidated balance sheets to amounts reported within our consolidated statements of cash flows:

Summary of significant accounting policies - schedule of cash, cash equivalents and restricted cash

		December 31,				December 31,
		2023				2022
Cash		$	14,493			$	11,003
Cash held in escrow			4,716				13,376
Restricted cash			6,995				6,834
Cash, cash held in escrow, and restricted cash		$	26,204			$	31,213

Debt Issuance Costs

Debt issuance costs other than those associated with the revolving line of credit facility are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the consolidated statements of operations.

Debt issuance costs amounted to $ 6,787 and $ 10,815 at December 31, 2023 and 2022, respectively, and related accumulated amortization amounted to $ 3,603 and $ 6,175 at December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, the Company has classified net unamortized debt issuance costs of $ 1,469 and $ 2,306 , respectively, related to borrowings under the line of credit to other assets in the consolidated balance sheets.

Derivative Instruments and Hedging Activities

We record all derivatives on the accompanying 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 changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. 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 enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply, or we elect not to apply hedge accounting.

In accordance with fair value measurement guidance, we made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting arrangements on a net basis by the counterparty portfolio. Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. We minimize the credit risk in our derivative financial instruments by entering into transactions with various high-quality counterparties. Our exposure to credit risk at any point is generally limited to amounts recorded as assets or liabilities on the accompanying consolidated balance sheets.

Earnings (Loss) per Share

The Company follows the two-class method when computing net earnings (loss) per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net earnings (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. See Note 13 for details.

F- 12

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Fair Value of Financial Instruments

The Company applies various valuation approaches in determining the fair value of its financial assets and liabilities within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. Level 3 inputs are applied in determining the fair value of our debt, interest rate swaps, warrants to purchase common stock and performance stock units as discussed in Notes 7, 8, 9, and 12, respectively.

Financial instruments including cash, restricted cash, cash held in escrow, accounts receivable, accounts payable, accrued expenses and other current liabilities, are considered Level 1 in fair value hierarchy. The amounts reported on the consolidated balance sheets for these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. Derivative financial instruments are considered Level 2 in the fair value hierarchy as discussed in Note 8.

Impairment of Long-Lived Assets

The Company assesses the carrying values of our respective long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Long-lived assets are primarily comprised of real estate properties.

On a quarterly basis, management assesses whether there are any indicators, including changes in the anticipated holding period, general market conditions, and property operating performance, that may indicate an impairment exists. Recoverability of real estate properties is measured by comparison of the carrying amount of the property to the estimated future undiscounted cash flows to be generated from the use and eventual disposition of that property. If our analysis indicates that the carrying value of the real estate property is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property and quoted market values and third-party appraisals, where considered necessary. The Company determined there was no impairment of value of real estate properties as of December 31, 2023 and 2022.

Income Taxes

The Company has operated in a manner that allows it to qualify as a REIT for federal income tax purposes. The Company utilizes an UPREIT organizational structure with the intent to hold properties and securities through an Operating Partnership.

The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, and has operated as such beginning with the tax year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that we distribute as dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four tax years following the year during which qualification is lost, unless it can obtain relief under certain statutory provisions. Such an event could materially and adversely affect the net income and net cash available for distribution to stockholders. However, the Company intends to continue to operate in a manner that allows it to qualify for treatment as a REIT.

F- 13

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The statute of limitations for the Company’s income tax returns is generally three years and as such, the Company’s returns that remain subject to examination would be primarily from 2020 and thereafter. Accrued interest and penalties will be recorded as income tax expense if the Company records a liability in the future.

To the extent the Company does not utilize the full amount of the annual federal NOLs, the unused amount may normally be carried forward for 20 years to offset taxable income in future years. The Company had federal NOL carryforwards originating from 2012 through 2022 of approximately $ 35,322 . The Company will incur no federal taxable income during 2023 after utilizing the dividends paid deduction and expecting to utilize the net operating loss carryforward, resulting in net operating loss carryforwards to 2024 of approximately $ 32,905 . NOLs generated from 2018 and onwards are not limited to 20 years and can be carried forward indefinitely with the exception that they can only offset up to 80% of federal taxable income in future years.

Investment in Unconsolidated Joint Venture

Investment in unconsolidated joint venture represents a non-controlling equity interest in a joint venture we entered into during October 2020. The Company determined that the venture was not a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate the investment in unconsolidated joint venture. We concluded that we had the ability to exercise significant influence, however, did not have control or kick out rights and therefore the investment in the unconsolidated joint venture was accounted for under the equity method of accounting. Accordingly, we initially recorded our investment at cost, and subsequently adjusted for equity in earnings or losses and cash contributions and distributions. Any difference between the carrying amount of these investments on the consolidated balance sheets and the underlying equity in net assets were amortized as an adjustment to equity in earnings (loss) in investment of unconsolidated joint venture over the life of the related asset. Our net equity investment in the joint venture was reflected within the consolidated balance sheets, and our share of net income or loss from the joint venture was included within the consolidated statements of operations.

On March 11, 2022, the Company acquired full ownership of the unconsolidated joint venture as discussed in Note 5.

Leases

For leases in which we are the lessee, a right of use asset and lease liability is recorded on the consolidated balance sheets equal to the present value of the fixed lease payments of the corresponding lease. To determine our operating right of use asset and lease liability, we estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases by utilizing a market-based approach. Since the terms under our ground leases are significantly longer than the terms of borrowings available to us on a fully-collateralized basis, the estimate of this rate requires significant judgment, and considers factors such as market based pricing on longer duration financing instruments.

Non-controlling Interests

As further discussed in Note 11, the Company has issued non-controlling interests in its Operating Partnership. The net income (loss) attributable to the non-controlling interests is presented in the Company’s consolidated statements of operations.

Real Estate Property Acquisitions

The Company accounts for its real estate property acquisitions in accordance with Financial Accounting Standards Board (“FASB”) ASC 805. The Company has concluded that the acquisition of real estate properties will be accounted for as an asset acquisition as opposed to a business combination. The significant difference between the two accounting models is that within an acquisition of assets, acquisition costs are capitalized as a cost of the assets, whereas in a business combination acquisition costs are expensed and not included as part of the consideration transferred.

The accounting for real estate property acquisitions requires estimates and judgment as to expectations for future cash flows of the acquired property, the allocation of those cash flows to identifiable intangible assets and liabilities, and in determining the estimated fair value for assets acquired and liabilities assumed. The amounts allocated to lease intangibles (leases in place, leasing commissions, tenant relationships, and above and below market leases) are based on management’s estimates and assumptions, as well as other information compiled by management, including independent third party analysis and market data, and are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period. Such inputs are Level 3 in the fair value hierarchy. The process for determining the allocation to these components requires management to make estimates and assumptions, including rental rates, land value, discount rates, and exit capitalization rates.

F- 14

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Real Estate Depreciation and Amortization of Deferred Lease Intangibles - Assets and Liabilities

Real estate properties are stated at cost less accumulated depreciation. Depreciation of buildings and other improvements is computed using the straight-line method over the estimated remaining useful lives of the assets, which generally range from 11 to 40 years for buildings and 3 to 13 years for site improvements.  If the Company determines that impairment has occurred, the affected assets are reduced to their fair value. Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred. Significant renovations and improvements that improve or extend the useful life of the assets are capitalized. Depreciation expense was $ 67,968 , $ 63,623 and $ 45,387 for the years ended December 31, 2023, 2022 and 2021, respectively.

Deferred lease intangible assets consist of leases in place, leasing commissions, tenant relationships, and above market leases. Deferred lease intangible liabilities represent below market leases. These intangibles have been recorded at their fair market value in connection with the acquisition of properties. Intangible assets and liabilities are generally amortized over the remaining life of the related lease following the evaluation of potential renewal options. Amortization of above and below market leases was recorded as an adjustment to rental revenue and amounted to $ 2,221 , $ 3,151 and $ 2,096 for the years ended December 31, 2023, 2022 and 2021, respectively. Amortization of all other deferred lease intangibles has been included in depreciation and amortization expense in the accompanying consolidated statements of operations and amounted to $ 24,923 , $ 31,689 and $ 25,255 for the years ended December 31, 2023, 2022 and 2021, respectively.

Revenue Recognition

Minimum rental revenue from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the term of the individual leases. In accordance with ASC 842, we assess the collectability of lease receivables (including future minimum rental payments) both at commencement and throughout the lease term. If our assessment of collectability changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenue. Rental revenue associated with leases where collectability has been deemed less than probable is recognized on a cash basis in accordance with ASC 842.

Segments

The Company has one reportable segment, industrial properties. These properties have similar economic characteristics and meet the other criteria that permit the properties to be aggregated into one reportable segment.

Stock Based Compensation

The Company grants stock-based compensation awards to our employees and directors typically in the form of restricted shares of common stock, and performance stock units for certain executive officers and key employees. The Company measures stock-based compensation expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period. Forfeitures of unvested shares are recognized in the period the forfeiture occurs.

Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 was effective upon issuance on a prospective basis beginning January 1, 2020, and may be elected over time as reference rate activities occur. During the second quarter of 2022, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Interbank Offered Rate (“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding instrument. The adoption of ASU 2020-04 did not have a material impact on our consolidated financial statements.

3. Real Estate Properties, Net

Real estate properties, net consisted of the following at December 31, 2023 and 2022:

Real estate properties - schedule of real estate properties

		December 31, 2023				December 31, 2022
Land		$	226,020			$	231,829
Buildings and improvements			1,203,355				1,141,832
Site improvements			130,638				132,295
Construction in progress			7,853				49,890
Real estate properties, gross			1,567,866				1,555,846
Less accumulated depreciation			( 268,046	)			( 205,629	)
Real estate properties, net		$	1,299,820			$	1,350,217

F- 15

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Acquisition of Properties

There were no acquisitions of properties during the year ended December 31, 2023. The Company made the following acquisitions of properties during the year ended December 31, 2022:

Real estate properties - schedule of real estate acquisitions

Location		Date Acquired		Square Feet			Properties			Purchase Price (1)
Atlanta, GA		January 20, 2022		150,000			1			$	9,750
Jacksonville, FL		February 7, 2022		85,920			1				12,300
Cincinnati, OH; Columbus, OH; Indianapolis, IN		February 24, 2022		678,745			3				43,250
Memphis, TN		March 11, 2022		2,320,773			16				106,508	(2)
Memphis, TN		March 11, 2022		67,557			1				8,150
Atlanta, GA		March 15, 2022		200,000			1				12,500
St. Louis, MO		April 6, 2022		76,485			1				8,450
Chicago, IL		April 14, 2022		78,743			1				7,300
Cincinnati, OH; Cleveland, OH		May 18, 2022		153,903			2				12,700
Charlotte, NC		May 19, 2022		155,220			1				20,400
Cleveland, OH		July 7, 2022		197,518			1				16,500
Year ended December 31, 2022				4,164,864			29			$	257,808

_________________

(1)

Purchase price does not include capitalized acquisition costs.

(2)

The purchase price of $106,508 included the assumption of $56,000 of existing debt secured by the properties and the consolidation of the net book value of investment in joint venture of $5,686. In addition, we consolidated financial assets of approximately $3,533, comprised of cash, cash held in escrow and other assets, and liabilities of approximately $1,955 comprised of accounts payable, accrued expenses and other current liabilities.

The allocation of the aggregate purchase price in accordance with Financial Accounting Standards Board (FASB), ASU 2017-01 (Topic 805) “Business Combinations,” of the assets and liabilities acquired at their relative fair values as of their acquisition date, is as follows:

Real estate properties - schedule of recognized identified assets acquired and liabilities assumed

		Year ended December 31, 2022
Purchase price allocation		Purchase Price				Weighted Average Amortization Period (years) of Intangibles at Acquisition
Total Purchase Price
Purchase price		$	257,808			N/A
Acquisition costs			2,280			N/A
Total		$	260,088
Allocation of Purchase Price
Land		$	30,887			N/A
Building			186,710			N/A
Site improvements			23,538			N/A
Total real estate properties			241,135
Deferred Lease Intangibles
Tenant relationships			3,429			3.8
Leasing commissions			2,678			4.0
Above market lease			732			4.3
Below market lease			( 2,520	)		7.4
Lease in place			14,367			3.7
Net deferred lease intangibles			18,686
Assumed debt – market value
(Above)/below assumed market debt value			267			5.8
Totals		$	260,088

All acquisitions completed during the year ended December 31, 2022 were considered asset acquisitions under ASC 805.

F- 16

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Sale of Real Estate

During the year ended December 31, 2023, the Company sold a single, 306,000 square foot property located in Chicago, IL for approximately $ 19,926 , and a single, 157,000 square foot property located in Marlton, NJ for approximately $ 16,750 , recognizing a net gain of $ 22,646 .

There were no sales of real estate during the year ended December 31, 2022.

During the year ended December 31, 2021, the Company sold a single, 98,340 square foot property located in Chicago, IL for approximately $ 2,037 and a single, 74,613 square foot property located in Chicago, IL for approximately $ 1,159 , recognizing a net gain of $ 1,775 . The Company also completed the sale of a small piece of land located in Memphis, TN for $ 167 . No gain or loss was recognized on the sale of the land.

4. Deferred Lease Intangibles, Net

Deferred lease intangible assets, net consisted of the following at December 31, 2023 and 2022:

Deferred lease intangibles, net - schedule of finite lived intangible assets

		December 31, 2023				December 31, 2022
Above market lease		$	5,652			$	6,077
Lease in place			88,394				95,684
Tenant relationships			25,008				26,175
Leasing commissions			42,437				38,078
Deferred lease intangible assets, gross			161,491				166,014
Less accumulated amortization			( 110,017	)			( 95,296	)
Deferred lease intangible assets, net		$	51,474			$	70,718

Deferred lease intangible liabilities, net consisted of the following at December 31, 2023 and 2022:

Deferred lease intangibles, net - schedule of deferred lease intangible liabilities

		December 31, 2023				December 31, 2022
Below market leases		$	19,257			$	20,452
Less accumulated amortization			( 13,213	)			( 11,534	)
Deferred lease intangible liabilities, net		$	6,044			$	8,918

Projected amortization of deferred lease intangibles for the next five years and thereafter as of December 31, 2023 is as follows:

Deferred lease intangibles, net - schedule of finite lived intangible assets future amortization expense

Year		Amortization Expense Related to Other Intangible Lease Assets and Liabilities				Net Increase to Rental Revenue Related to Above and Below Market Lease Amortization
2024		$	17,203			$	( 1,153	)
2025		$	11,362			$	( 759	)
2026		$	6,950			$	( 483	)
2027		$	5,163			$	( 441	)
2028		$	3,648			$	( 239	)
Thereafter		$	5,434			$	( 1,255	)

5. Investment in Unconsolidated Joint Venture

On March 11, 2022, the Company acquired the remaining 80 % interest in the MIR JV from the MIR JV Partner for $ 46,401 , as well as the assumption of the $ 56,000 secured mortgage. Upon the completion of the acquisition of the MIR JV Partner’s interest, the Company fully consolidated the former MIR JV assets and liabilities into its consolidated financial statements. Assets consolidated included the 28-building portfolio of industrial buildings and financial assets of approximately $ 3,533 , comprised of cash, cash held in escrow, other assets and the net book value of our 20% investment in the former MIR JV of $ 5,686 . Liabilities consolidated included the 7-year secured mortgage of $ 56,000 and approximately $ 1,955 accounts payable, accrued expenses and other current liabilities.

F- 17

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

6. Leases

As a Lessor

We lease our properties to tenants under agreements that are classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Many of our leases include the recovery of certain operating expenses such as common area maintenance, insurance, real estate taxes and utilities from our tenants. The recovery of such operating expenses is recognized in rental revenue in the consolidated statements of operations. Some of our tenants’ leases are subject to changes in the Consumer Price Index (“CPI”).

As of December 31, 2023, undiscounted future minimum fixed rental payments due under non-cancellable operating leases for each of the next five years and thereafter were as follows:

Leases - schedule of lessor future minimum rental receipts under non-cancellable leases

Year		Future Minimum Fixed Rental Payments
2024		$	144,031
2025			119,910
2026			89,834
2027			68,189
2028			51,030
Thereafter			87,355
Total minimum fixed rental receipts		$	560,349

These amounts do not reflect future rental revenue from the renewal or replacement of existing leases and excludes tenant recoveries and rental increases that are not fixed or indexed to CPI.

The Company includes accounts receivable and straight-line rent receivables within other assets in the consolidated balance sheets. For the years ended December 31, 2023, 2022 and 2021, rental revenue was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements.

Rental revenue is comprised of the following:

Leases - schedule of rental revenue components

		Year Ended December 31,
		2023				2022				2021
Income from leases		$	147,293			$	134,252			$	102,314
Straight-line rent adjustments			1,944				3,682				3,700
Tenant recoveries			48,302				42,357				32,160
Amortization of above market leases			( 636	)			( 723	)			( 1,000	)
Amortization of below market leases			2,857				3,874				3,096
Total		$	199,760			$	183,442			$	140,270

Tenant recoveries included within rental revenue for the years ended December 31, 2023, 2022 and 2021 are variable in nature.

As a Lessee

Operating Leases

As of December 31, 2023, we have five office space operating leases and a single ground operating sublease. The office lease agreements do not contain residual value guarantees or an option to renew. The ground sublease agreement does not contain residual value guarantees and includes multiple options to extend the sublease between nineteen and twenty years for each respective option. The operating leases have remaining lease terms ranging from 0.4 years to 32.0 years, which includes the exercise of a single twenty-year renewal option pertaining to the ground sublease. As of December 31, 2023, total operating right of use assets and lease liabilities were approximately $ 4,829 and $ 5,789 , respectively. The operating lease liability as of December 31, 2023 represents a weighted-average incremental borrowing rate of 4.0 % over the weighted-average remaining lease term of 8.3 years. The incremental borrowing rate is our estimated borrowing rate on a fully-collateralized basis for the term of the respective leases.

F- 18

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

As of December 31, 2022, we had five office space operating leases and a single ground operating sublease . The office lease agreements do not contain residual value guarantees or an option to renew. The ground sublease agreement does not contain residual value guarantees and includes multiple options to extend the sublease between nineteen and twenty years for each respective option. The operating leases had remaining lease terms ranging from 1.4 years to 33.0 years, which includes the exercise of a single twenty-year renewal option pertaining to the ground sublease. As of December 31, 2022, total operating right of use assets and lease liabilities were approximately $ 5,703 and $ 6,844 , respectively. The operating lease liability as of December 31, 2022 represents a weighted-average incremental borrowing rate of 4.0 % over the weighted-average remaining lease term of 8.6 years. The incremental borrowing rate is our estimated borrowing rate on a fully-collateralized basis for the term of the respective leases.

As of December 31, 2021, we had five office space operating leases and a single ground operating sublease . The office lease agreements do not contain residual value guarantees or an option to renew. The ground sublease agreement does not contain residual value guarantees and includes multiple options to extend the sublease between nineteen and twenty years for each respective option. The operating leases had remaining lease terms ranging from 2.4 years to 34.0 years, which includes the exercise of a single twenty-year renewal option pertaining to the ground sublease. As of December 31, 2021, total operating right of use assets and lease liabilities were approximately $ 6,552 and $ 7,830 , respectively. The operating lease liability as of December 31, 2021 represents a weighted-average incremental borrowing rate of 4.1 % over the weighted-average remaining lease term of 9.2 years. The incremental borrowing rate is our estimated borrowing rate on a fully-collateralized basis for the term of the respective leases.

The following table summarizes the operating lease expense recognized during the years ended December 31, 2023, 2022 and 2021 included in the Company’s consolidated statements of operations.

Leases - schedule of lease costs

		Year Ended December 31,
		2023				2022				2021
Operating lease expense included in general and administrative expense attributable to office leases		$	772			$	838			$	806
Operating lease expense included in property expense attributable to ground sublease			32				36				47
Non-cash adjustment due to straight-line rent adjustments			145				109				143
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows)		$	949			$	983			$	996

The following table summarizes the maturity analysis of our operating leases, which is discounted by our incremental borrowing rate to calculate the lease liability as included in accounts payable, accrued expenses and other liabilities in the Company’s consolidated balance sheets for the operating leases in which we are the lessee:

Leases - schedule of lessee future minimum rental commitments under non-cancellable leases

Year
2024		$	1,280
2025			894
2026			803
2027			818
2028			833
Thereafter			2,658
Total minimum operating lease payments		$	7,286
Less imputed interest			( 1,497	)
Total operating lease liability		$	5,789

Financing Leases

As of December 31, 2023, we have a single finance lease in which we are the sublessee for a ground lease. The Company includes the financing lease right of use asset within real estate properties and the corresponding liability within financing lease liability in the consolidated balance sheets. The ground sublease agreement does not contain a residual value guarantee and includes multiple options to extend the sublease between nineteen and twenty years for each respective option. The lease has a remaining lease term of approximately 32 years, which includes the exercise of a single twenty-year renewal option. The financing lease liability as of December 31, 2023 represents a weighted-average incremental borrowing rate of 7.8 % over the weighted-average remaining lease term of 32 years. The incremental borrowing rate is our estimated borrowing rate on a fully-collateralized basis for the term of the respective lease.

F- 19

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

The following table summarizes the financing lease expense recognized during the years ended December 31, 2023, 2022 and 2021 included in the Company’s consolidated statements of operations.

Leases - schedule of finance lease expense

		Year Ended December 31,
		2023				2022				2021
Depreciation/amortization of financing lease right-of-use assets		$	26			$	28			$	26
Interest expense for financing lease liability			178				176				175
Total financing lease cost		$	204			$	204			$	201

The following table summarizes the maturity analysis of our financing lease:

Leases - schedule of finance lease, liability, fiscal year maturity

Year
2024		$	155
2025			170
2026			170
2027			170
2028			170
Thereafter			6,195
Total minimum financing lease payments		$	7,030
Less imputed interest			( 4,759	)
Total financing lease liability		$	2,271

7. Indebtedness

The following table sets forth a summary of the Company’s borrowings outstanding under its respective secured debt, unsecured line of credit and unsecured debt as of December 31, 2023 and 2022.

Indebtedness - schedule of secured and unsecured debt outstanding

			Outstanding Balance at								Interest rate at
Debt			December 31, 2023				December 31, 2022				December 31, 2023			Maturity Date
Secured debt:
AIG Loan		$	—			$	111,758				4.08 %			November 1, 2023
Ohio National Life Mortgage			18,409				19,045				4.14 %			August 1, 2024
Allianz Loan			61,260				62,388				4.07 %			April 10, 2026
Nationwide Loan			14,948				15,000				2.97 %			October 1, 2027
Lincoln Life Gateway Mortgage			28,800				28,800				3.43 %			January 1, 2028
Minnesota Life Memphis Industrial Loan			54,956				56,000				3.15 %			January 1, 2028
Midland National Life Insurance Mortgage			10,665				10,820				3.50 %			March 10, 2028
Minnesota Life Loan			19,569				20,019				3.78 %			May 1, 2028
Transamerica Loan			59,357				67,398				4.35 %			August 1, 2028
Total secured debt		$	267,964			$	391,228
Unamortized debt issuance costs, net			( 1,174	)			( 1,985	)
Unamortized premium/(discount), net			97				288
Total secured debt, net		$	266,887			$	389,531
Unsecured debt:
$100m KeyBank Term Loan			100,000				100,000				3.10% (1)(2)			August 11, 2026
$200m KeyBank Term Loan			200,000				200,000				3.13% (1)(2)			February 11, 2027
$150m KeyBank Term Loan			150,000				150,000				4.50% (1)(2)			May 2, 2027
Total unsecured debt		$	450,000			$	450,000
Unamortized debt issuance costs, net			( 2,010	)			( 2,655	)
Total unsecured debt, net		$	447,990			$	447,345
Borrowings under line of credit:
KeyBank unsecured line of credit			155,400				77,500				6.62% (1)(3)			August 11, 2025
Total borrowings under line of credit		$	155,400			$	77,500

F- 20

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

_______________

(1)	For the month of December 2023, the one-month term SOFR for our unsecured debt was 5.345% and the one-month term SOFR for our borrowings under line of credit was at a weighted average of 5.350%. The spread over the applicable rate for the $100m, $150m, and $200m KeyBank Term Loans and KeyBank unsecured line of credit is based on the Company’s total leverage ratio plus the 0.1% SOFR index adjustment.
(2)	As of December 31, 2023, the one-month term SOFR for the $100m, $150m and $200m KeyBank Term Loans was swapped to a fixed rate of 1.504%, 2.904%, 1.527% respectively.
(3)	As of December 31, 2023, $100m of the outstanding borrowings under the KeyBank unsecured line of credit was swapped to a fixed USD-SOFR rate at a weighted average of 4.754%.

2023 Debt Activity

On November 1, 2023, the Company repaid in full, the outstanding principal and interest balance of approximately $ 110,019 on the AIG Loan using proceeds from the KeyBank unsecured line of credit.

2022 Debt Activity

On February 1, 2022, the Company repaid in full, the outstanding principal and interest balance of approximately $ 13,245 on the JPMorgan Chase Loan. The Company recognized a $ 2,176 loss on extinguishment of debt resulting from prepayment penalty and fees incurred as a result of the repayment.

On March 11, 2022, a wholly-owned subsidiary of the Operating Partnership assumed a mortgage (the “Minnesota Life Memphis Industrial Loan”) with a balance of $ 56,000 in conjunction with our acquisition of all outstanding interests in the entity owning the portfolio in Memphis, Tennessee. The Minnesota Life Memphis Industrial Loan, held by Minnesota Life Insurance Company, matures on January 1, 2028 , bears interest at 3.15 % and is secured by the properties. The Minnesota Life Memphis Industrial Loan requires monthly installments of interest only through January 1, 2023, and afterwards, monthly installments of principal plus accrued interest through January 1, 2028, at which time a balloon payment is required. The Company has the right to prepay the borrowings outstanding, subject to a prepayment penalty in effect until the loan approaches maturity.

On May 2, 2022, the Company entered into an amendment to the KeyBank unsecured facility. The credit facility agreement, as amended, expanded the availability on the KeyBank unsecured line of credit up to $ 350 million and entered into a new $ 150 million unsecured term loan (the “$150m KeyBank Term Loan”), with an accordion feature that allows the total borrowing capacity under the credit facility to be increased to $1 billion, subject to certain conditions. The $150m KeyBank Term Loan matures in May 2027. The maturity date for the KeyBank unsecured line of credit remains unchanged. The amendment also provided for the transition of the reference rate for the KeyBank unsecured line of credit and the $100m, $200m, and $150m KeyBank Term Loans from 1-month LIBOR to Secured Overnight Financing Rate (“SOFR”). Borrowings under the credit agreement, as amended, bear interest at either (1) the base rate (determined as the highest of (a) KeyBank’s prime rate, (b) the Federal Funds rate plus 0.50% and (c) the Adjusted Term SOFR for a one month tenor plus 1.0% or (2) SOFR, plus, in either case, a spread (A) between 35 and 90 basis points for revolver base rate loans or between 135 and 190 basis points for revolver SOFR rate loans and (B) between 30 and 85 basis points for term base rate loans or between 130 and 185 basis points for term SOFR rate loans, with the amount of the spread depending on the Company’s total leverage ratio.

Financial Covenant Considerations

The Company is in compliance with all respective financial covenants for our secured and unsecured debt and unsecured line of credit as of December 31, 2023.

Fair Value of Debt

The fair value of our debt and borrowings under line of credit was estimated using Level 3 inputs by calculating the present value of principal and interest payments, using discount rates that best reflect current market interest rates for financings with similar characteristics and credit quality, and assuming each loan is outstanding through its maturity.

F- 21

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

The following table summarizes the aggregate principal outstanding under the Company’s indebtedness and the corresponding estimate of fair value as of December 31, 2023 and 2022:

Indebtedness - schedule of fair value of debt instruments

		December 31, 2023								December 31, 2022
Indebtedness		Principal Outstanding				Fair Value				Principal Outstanding				Fair Value
Secured debt		$	267,964			$	254,114			$	391,228			$	372,682
Unsecured debt			450,000				455,229				450,000				450,000
Borrowings under line of credit, net			155,400				155,599				77,500				77,500
Total			873,364			$	864,942			$	918,728			$	900,182
Unamortized debt issuance cost, net			( 3,184	)							( 4,640	)
Unamortized premium/(discount), net			97								288
Total carrying value		$	870,277							$	914,376

Future Principal Payments of Debt

Principal payments on the Company’s long-term debt due in each of the next five years and thereafter as of December 31, 2023 are as follows:

Indebtedness - schedule of future principal payments due on long-term debt

Year		Amount
2024		$	23,041
2025			160,210
2026			162,582
2027			367,486
2028			160,045
Thereafter			—
Total aggregate principal payments		$	873,364

8. Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

Cash Flow Hedges of Interest Rate Risk

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 this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable 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.  During 2023 and 2022, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

The following table sets forth a summary of our interest rate swaps as of December 31, 2023 and 2022.

Derivative financial instruments - schedule of interest rate swaps

										Notional Value (1)						Fair Value (2)
Interest Rate Swap Counterparty		Trade Date		Effective Date		Maturity Date		SOFR Interest Strike Rate		December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Capital One, N.A.		July 13, 2022		July 1, 2022		Feb. 11, 2027		1.527 % (3)		$	200,000		$	200,000		$	12,539		$	17,062
JPMorgan Chase Bank, N.A.		July 13, 2022		July 1, 2022		Aug. 8, 2026		1.504 % (3)		$	100,000		$	100,000		$	5,692		$	7,932
JPMorgan Chase Bank, N.A.		Aug. 19, 2022		Sept. 1, 2022		May 2, 2027		2.904 %		$	75,000		$	75,000		$	1,723		$	2,565
Wells Fargo Bank, N.A.		Aug. 19, 2022		Sept. 1, 2022		May 2, 2027		2.904 %		$	37,500		$	37,500		$	861		$	1,283
Capital One, N.A.		Aug. 19, 2022		Sept. 1, 2022		May 2, 2027		2.904 %		$	37,500		$	37,500		$	852		$	1,273
Wells Fargo Bank, N.A.		Nov. 10, 2023		Nov. 10, 2023		Nov. 1, 2025		4.750 %		$	50,000			—		$	( 577	)	$	—
JPMorgan Chase Bank, N.A.		Nov. 10, 2023		Nov. 10, 2023		Nov. 1, 2025		4.758 %		$	25,000			—		$	( 292	)	$	—
Capital One, N.A.		Nov. 10, 2023		Nov. 10, 2023		Nov. 1, 2025		4.758 %		$	25,000			—		$	( 292	)	$	—

F- 22

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

_______________

(1)	Represents the notional value of interest rate swaps effective as of December 31, 2023.
(2)	As of December 31, 2023, the fair value of five of the interest rate swaps were in an asset position of approximately $21.7 million and the remaining three interest rate swaps were in a liability position of approximately $1.2 million. As of December 31, 2022, all interest rate swaps were in an asset position.
(3)	On July 13, 2022, the Company entered into amendments to the $200,000 and $100,000 notional interest rate swap agreements with Capital One, N.A. and JPMorgan Chase Bank, N.A., respectively. The amendments transitioned the previous USD-LIBOR floating rates to USD-SOFR CME Term floating rates and were effective as of July 1, 2022.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (“AOCI”) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $ 15,368 will be reclassified as a decrease to interest expense.

The following table sets forth the impact of our interest rate swaps on our consolidated financial statements for the years ended December 31, 2023, 2022 and 2021.

Derivative financial instruments - schedule of interest rate swaps in cash flow hedging relationships

		Year Ended December 31,
Interest Rate Swaps in Cash Flow Hedging Relationships:		2023				2022				2021
Amount of unrealized gain (loss) recognized in AOCI on derivatives		$	( 9,609	)		$	30,115			$	—
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded		$	13,959			$	3,643			$	—

Fair Value of Interest Rate Swaps

The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2022 and 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The following table summarizes the Company’s interest rate swaps that are accounted for at fair value on a recurring basis as of December 31, 2023 and 2022.

Derivative financial instruments - schedule of interest rate swaps on a recurring basis

						Fair Value Measurements as of December 31, 2023
Balance Sheet Line Item		Fair Value as of December 31, 2023				Level 1				Level 2				Level 3
Interest rate swaps - Asset		$	21,667			$	—			$	21,667			$	—
Interest rate swaps - Liability		$	1,161			$	—			$	1,161			$	—

						Fair Value Measurements as of December 31, 2022
Balance Sheet Line Item		Fair Value as of December 31, 2022				Level 1				Level 2				Level 3
Interest rate swaps - Asset		$	30,115			$	—			$	30,115			$	—
Interest rate swaps - Liability		$	—			$	—			$	—			$	—

Non-designated Hedges

The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges. Changes in the fair value of derivatives not designated in hedging relationships would be recorded directly in earnings.

F- 23

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Credit-risk-related Contingent Features

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. Specifically, the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

As of December 31, 2023, the fair value of three of the eight interest rate swaps were in a net liability position. As of December 31, 2023, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at December 31, 2023, it could have been required to settle its obligations under the agreements at their termination value.

9. Common Stock

ATM Program

On February 28, 2023, the Company entered into a distribution agreement with certain sales agents pursuant to which the Company may issue and sell, from time to time, shares of its common stock, with aggregate gross proceeds of $200,000 through an “at-the-market” equity offering program (the “2023 $200 Million ATM Program”). The 2023 $ 200 Million ATM Program replaced the previous $ 200 Million ATM program, which was entered on November 9, 2021 (“2021 $200 Million ATM Program”).

For the year ended December 31, 2023, the Company issued 2,200,600 shares of its common stock under the 2023 $200 Million ATM Program for aggregate net proceeds of approximately $ 49,465 . The Company has approximately $ 149,292 available for issuance under the 2023 $200 Million ATM Program. No shares were issued under the 2021 $200 Million ATM Program for the year ended December 31, 2023.

Common Stock Warrants

On March 23, 2022, the common stock warrants were exercised in full and converted on a cashless basis, resulting in 139,940 shares of common stock transferred to the holder of the warrants at a fair value of $ 3,757 . Prior to the full exercise of the common stock warrants, the Company had warrants outstanding to acquire 354,230 shares of the Company’s common stock at an exercise price of $ 16.24 per share. The warrants were accounted for as a liability within accounts payable, accrued expenses and other liabilities on the accompanying consolidated balance sheet as they contained provisions that are considered outside of the Company’s control, such as the holders’ option to receive cash in lieu and other securities in the event of a reorganization of the Company’s common stock underlying such warrants. The fair value of these warrants was re-measured at each financial reporting period with any changes in fair value recognized as an appreciation/depreciation of warrants in the accompanying consolidated statements of operations. The warrants were not included in the computation of diluted net loss per share as they were anti-dilutive during the years ended December 31, 2022 and 2021. No warrants remained outstanding as of December 31, 2023.

A roll-forward of the warrants is as follows:

Common stock - schedule of stockholders' equity note, warrants

Balance at January 1, 2021		$	396
Appreciation/(depreciation)			5,121
Balance at December 31, 2021			5,517
Appreciation/(depreciation)			( 1,760	)
Balance at March 23, 2022 (exercise date)			3,757
Conversion of common stock warrants			( 3,757	)
Balance at December 31, 2022 and 2023		$	—

The warrants in the amount of $ 5,517 at December 31, 2021 represent their fair value determined using a Binomial Valuation Model applying Level 3 inputs as described in Note 2. The significant inputs into the model were: exercise price of $ 16.24 , volatility of 17.5 % , an expected annual dividend of $ 0.84 , a term of 0.45 years and an annual risk-free interest rate of 0.19 % .

F- 24

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Common Stock Dividends

The following table sets forth the common stock distributions that were declared during the years ended December 31, 2023 and 2022.

Common stock - schedule of common stock dividends declared

		Cash Dividends Declared per Share				Aggregate Amount
2023
First quarter		$	0.2250			$	9,682
Second quarter			0.2250				9,709
Third quarter			0.2250				10,193
Fourth quarter			0.2250				10,193
Total		$	0.9000			$	39,777
2022
First quarter		$	0.2200			$	8,137
Second quarter			0.2200				8,829
Third quarter			0.2200				9,426
Fourth quarter			0.2200				9,426
Total		$	0.8800			$	35,818

Characterization of Common Stock Dividends

Earnings and profits (as defined under the Internal Revenue Code), the current and accumulated amounts of which determine the taxability of distributions to stockholders, vary from net income attributable to common stockholders and taxable income because of the different depreciation recovery periods, depreciation methods, and other items. Distributions in excess of earnings and profits generally constitute a return of capital. The following table shows the characterization of the distributions on the Company’s common stock for the year ended December 31, 2023.

Common stock - schedule of dividends payable

Declaration Date		Date of Record			Payable Date		Cash Distribution				Ordinary Dividend				Capital Gain Distribution		Return of Capital
12/15/2022		12/30/2022			1/31/2023		$	0.2200			$	0.148204		$	0.071796		$	—
2/22/2023		3/31/2023			4/28/2023		$	0.2250			$	0.151573		$	0.073427		$	—
6/15/2023		6/30/2023			7/31/2023		$	0.2250			$	0.151573		$	0.073427		$	—
9/15/2023		9/29/2023			10/31/2023		$	0.2250			$	0.151573		$	0.073427		$	—
12/15/2023		12/29/2023			1/31/2024		$	0.2250			$	0.151573		$	0.073427		$	—

10. Preferred Stock

Series A Preferred Stock

In the fourth quarter of 2017, the Company completed the offering of 2,040,000 shares of 7.50% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), including 240,000 shares exercised under the underwriter’s over-allotment, at a per share price of $ 25.00 for net cash proceeds of $ 48,868 . The offering of the Series A Preferred Stock was registered with the SEC, pursuant to a registration statement on Form S-11 declared effective on October 18, 2017.

On September 6, 2023 (“Redemption Date”), the Series A Preferred Stock was redeemed in cash at a redemption price equal to $ 25.00 per share, and a dividend in the amount of $ 0.34647 per share of Series A Preferred Stock was paid in cash to holders of record at the close of business on August 25, 2023. As of the Redemption Date and through December 31, 2023, the shares of Series A Preferred Stock were no longer outstanding. The Company repurchased and retired 1,730 shares of Series A Preferred Stock prior to the Redemption Date during the year ended December 31, 2023 and 68,038 shares of Series A Preferred Stock during the year ended December 31, 2022. The relevant features of the Series A Preferred Stock were as follows:

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the affairs of the Company, the holders of shares of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders as set forth below, before any payment shall be made to the holders of Common Stock, an amount per share equal to $25.00 per share, plus any accrued and unpaid dividends.

F- 25

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Redemption Rights

Holders of the Series A Preferred Stock have the right to require the Company to redeem for cash, their shares of Series A Preferred Stock in the event of a change in control of the Company or a delisting of the Company’s shares. The Company also has the right to redeem the shares of Series A Preferred Stock in the event of a change in control of the Company or a delisting of the Company’s shares. Since this contingent redemption right is outside of the control of the Company, the Company has presented its Series A Preferred Stock as temporary equity. The redemption price is $25.00 per share, plus any accrued and unpaid dividends.

The Company has the right to redeem the Series A Preferred Stock at its option commencing on December 31, 2022 at $25.00 per share, plus any accrued and unpaid dividends.

Conversion

The shares of Series A Preferred Stock are not convertible.

Voting Rights

Holders of shares of the Series A Preferred Stock generally do not have any voting rights, except in the event dividends are in arrears for six or more quarterly periods (whether or not consecutive), the number of directors of the Company’s board of directors will automatically be increased by two and holders of shares of Series A Preferred Stock, voting together as a single class with any other then-outstanding class or series of capital stock ranking on parity with the Series A Preferred Stock upon which like voting rights have been conferred and are exercisable, or collectively, any Voting Preferred Stock and the holders of Series A Preferred Stock will be entitled to vote for the election of two additional directors to serve on our board of directors, until all unpaid dividends for past dividend periods shall have been paid in full.

Protective Rights

As long as the shares of Series A Preferred Stock remain outstanding, the Company cannot, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock voting together as a single class with any voting preferred stock, among other things, authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of capital stock ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon our liquidation, dissolution or winding up, or reclassify any of our authorized capital stock into such capital stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase such capital stock.

Dividend Rights

When, as and if authorized by our board of directors, holders of Series A Preferred Stock are entitled to receive cumulative cash dividends from, and including, the issue date, payable quarterly in arrears on the last day of March, June, September and December of each year, beginning on December 31, 2017 until December 31, 2024, at the rate of 7.5% per annum on the $25.00 liquidation preference per share (equivalent to a fixed annual rate of $1.875 per share (“Initial Rate”)).

On and after December 31, 2024, if any shares of Series A Preferred Stock are outstanding, the Company will pay cumulative cash dividends on each then-outstanding share of Series A Preferred Stock at an annual dividend rate equal to the Initial Rate plus an additional 1.5% of the liquidation preference per annum, which will increase by an additional 1.5% of the liquidation preference per annum on each subsequent December 31 thereafter, subject to a maximum annual dividend rate of 11.5% while the Series A Preferred Stock remains outstanding.

F- 26

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

The following table sets forth the Series A Preferred Stock distributions that were declared or paid during the years ended December 31, 2023 and 2022.

Preferred stock - schedule of series a preferred stock dividends declared

		Cash Dividends Declared per Share				Aggregate Amount
2023
First quarter		$	0.468750			$	916
Second quarter			0.468750				916
Third quarter			0.346470				677
Fourth quarter			—				—
Total		$	1.283970			$	2,509
2022
First quarter		$	0.468750			$	949
Second quarter			0.468750				945
Third quarter			0.468750				930
Fourth quarter			0.468750				917
Total		$	1.875000			$	3,741

Characterization of Series A Preferred Stock Dividends

Earnings and profits (as defined under the Internal Revenue Code), the current and accumulated amounts of which determine the taxability of distributions to stockholders, vary from net income attributable to common stockholders and taxable income because of the different depreciation recovery periods, depreciation methods, and other items. Distributions in excess of earnings and profits generally constitute a return of capital. The following table shows the characterization of the distributions on the Company’s Series A Preferred Stock for the year ended December 31, 2023.

Preferred stock - schedule of series a preferred stock dividends payable

Declaration Date		Date of Record			Payable Date		Cash Distribution				Ordinary Dividend				Capital Gain Distribution		Return of Capital
12/1/2022		12/15/2022			1/3/2023		$	0.468750			$	0.315776		$	0.152974		$	—
3/1/2023		3/15/2023			3/31/2023		$	0.468750			$	0.315776		$	0.152974		$	—
6/1/2023		6/15/2023			6/30/2023		$	0.468750			$	0.315776		$	0.152974		$	—
8/2/2023		8/25/2023			9/6/2023		$	0.346470			$	0.233402		$	0.113068		$	—

Series B Preferred Stock

On December 14, 2018, the Company, in a private placement exempt from registration under the federal securities laws (the “Private Placement”), completed the offering of 4,411,764 shares of the Company’s Series B Convertible Redeemable Preferred Stock (the “Series B Preferred Stock”) at a purchase price of $ 17.00 per share for an aggregate consideration of $ 75,000 (the “Purchase Price”) or $ 71,800 , net of issuance costs.

On April 29, 2022, 2,205,882 shares of the Company’s Series B Convertible Redeemable Preferred Stock were converted to our common stock on a one-to-one basis.

On August 12, 2022, the holder of the Company's Series B Convertible Redeemable Preferred Stock informed the Company that it had elected to convert the remaining 2,205,882 shares of Series B Convertible Redeemable Preferred Stock into the Company's common stock. Pursuant to the terms of the Series B Convertible Redeemable Preferred Stock agreement, the Company elected a combination settlement comprised of 1,915,511 shares of common stock and $ 15,000 in cash, which was settled on August 17, 2022.

The Company had no outstanding Series B Convertible Redeemable Preferred Stock as of December 31, 2023 and 2022.

The relevant features of the Series B Preferred Stock were as follows:

F- 27

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Liquidation Preference

The Series B Preferred Stock ranks senior to the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and ranks on a parity with the shares of the Company’s Series A Preferred Stock, in each case, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The shares of Series B Preferred Stock have a Liquidation Preference, (Series B Liquidation Preference) which is defined as an amount per share equal to the greater of (a) an amount necessary for the Investor to receive a 12.0% annual internal rate of return on the issue price of $17.00, taking into account dividends paid from December 14, 2018 until (i) the date of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, (ii) the Conversion Date, or (iii) the Redemption Date, as the case may be, and (b) $21.89 (subject to adjustment), plus accrued and unpaid dividends through and including (x) the date of such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, (y) the Conversion Date, or (z) the Redemption Date, as the case may be. For the years ended December 31, 2022 and 2021, accretion recorded in relation to the 12% annual internal rate of return and offering costs was $ 4,621 and $ 7,228 , respectively.

Redemption Rights

The Company and the holders of the Series B Preferred Stock each have the right to redeem the shares of the Series B Preferred Stock upon certain change of control events, including a delisting of the Company’s common stock. At the option of each holder of Series B Preferred Stock, the Company shall redeem all of the Series B Preferred Stock at a price equal to the greater of (1) an amount in cash equal to 100% of the Liquidation Preference thereof and (2) the consideration the holders would have received if they had converted their shares of Series B Preferred Stock into Common Stock immediately prior to the change of control event. At any time, following December 31, 2022, the Company may elect to redeem up to fifty percent (50.0%) of the outstanding shares of Series B Preferred Stock, and at any time following December 31, 2023, the Company may elect to redeem up to one hundred percent (100.0%) of the outstanding shares of Series B Preferred Stock for an amount in cash per share of Series B Preferred Stock equal to the Redemption Price per share of Series B Preferred Stock. The Redemption Price is defined as the greater of (i) the Liquidation Preference per share of Series B Preferred Stock as of the Redemption Date or (ii) the 20-day volume weighted average price per share; provided, however, following such time as the number of shares of Series B Preferred Stock that shall have been redeemed is equal to the maximum number of shares of Series B Preferred Stock that can be converted (whether into cash or shares of Common Stock) such that, if all such shares of Series B Preferred Stock had been converted into Common Stock, the certain percentage investment ownership thresholds would have been reached (but not exceeded), the Redemption Price shall be equal to the Liquidation Preference.

Since the holders of the Series B Preferred Stock have a contingent redemption right that is outside the control of the Company, the Company has presented its Series B Preferred Stock as temporary equity.

Conversion Rights

The holders of the Series B Preferred Stock have the right to convert their shares of Series B Preferred Stock commencing January 1, 2022. Beginning January 1, 2022, if the 20-day volume weighted average price per share of Common Stock is equal to or exceeds $26.35 (subject to adjustment), the Company has the right to convert each share of Series B Preferred Stock. Commencing December 31, 2024, the Series B Preferred Stock, subject to availability of funds, are to be automatically converted.

Any conversion of shares of Series B Preferred Stock may be settled by the Company, at its option, in shares of Common Stock, cash or any combination thereof. However, unless and until the Company’s stockholders have approved the issuance of greater than 19.99% of the outstanding Common Stock as of the date of the closing of the Private Placement (December 14, 2018) as required by the NYSE rules and regulations (“stockholder approval”), the Series B Preferred Stock may not be converted into more than 19.99% of the Company’s outstanding Common Stock as of the date of the closing of the Private Placement. In addition, the Company cannot opt to convert the Series B Preferred Stock into more than 9.9% of the outstanding Common Stock without approval of the holders of Series B Preferred Stock.

F- 28

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

The initial conversion rate is one share of Series B Preferred Stock for one share of Common Stock, subject to proportionate adjustments for certain transactions affecting the Company’s securities such as stock dividends, stock splits, combinations and other corporate reorganization events, provided that the value of the Common Stock, determined in accordance with terms of the Articles Supplementary is equal to or greater that the liquidation preference of the Series B Preferred Stock.  To the extent the Company opts to settle the conversion of shares of Series B Preferred Stock in cash, (1) until such time as the maximum number of shares of Series B Preferred Stock have been converted such that, if all such shares had been converted into Common Stock, stockholder approval would be necessary to convert additional shares into Common Stock, the Company will pay cash equal to the greater of the liquidation preference or the 20-day volume weighted average price per share (20 Day VWAP), and (2) following such time, the Company will pay cash equal to the liquidation preference per share of Series B Preferred Stock. On December 31, 2024, all issued and outstanding shares of Series B Preferred Stock are required to convert at the Settlement Amount as of that date, provided, however, that prior to the receipt of stockholder approval, conversion of the Series B Preferred Stock into Common Stock shall be subject to the 19.99% threshold; provided, further, however, that prior to the receipt of the 10.0% Consent, conversion of the Series B Preferred Stock into Common Stock shall be subject to the 10.0% threshold. The Settlement Amount is defined as follows:

	•	If a Physical Settlement is elected by the Company, the Company shall deliver to the converting holder in respect of each share of Series B Preferred Stock being converted a number of shares of Common Stock equal to the greater of (i) one (1) share of Common Stock or (ii) the quotient of the Liquidation Preference divided by the 20-Day VWAP;
	•	If a Cash Settlement is elected by the Company, the Company shall pay to the converting holder in respect of each share of Series B Preferred Stock being converted into cash in an amount equal to the greater of (i) the Liquidation Preference or (ii) the 20-Day VWAP. This Cash Settlement is without regard to the 10.0% Threshold or the 19.99% Threshold; provided, however, following such time as the maximum number of shares of Series B Preferred Stock have been converted pursuant to this Conversion Section (whether into cash or shares of Common Stock) such that, if all such shares of Series B Preferred Stock had been converted into Common Stock (disregarding the 10.0% Threshold), the 19.99% Threshold would have been reached (but not exceeded), the Cash Settlement Amount shall be equal to the Liquidation Preference; and
	•	If a Combination Settlement is elected by the Company, the Company shall pay or deliver, as the case may be, in respect of each share of Series B Preferred Stock being converted, a Settlement Amount equal to, at the election of the Company, either (i) cash equal to the Cash Settlement Amount or (ii) a number of shares of Common Stock; provided, however, that any Physical Settlement or Combination Settlement shall be subject to (i) the 10.0% Threshold until such time as the 10.0% Consent is received and (ii) the 19.99% Threshold until such time as the stockholder approval is received.

Voting Rights

Holders of the Series B Preferred Stock generally do not have any voting rights, except in the event dividends are in arrears for six or more quarterly periods (whether or not consecutive), the number of directors of the Company’s board of directors will automatically be increased by two and holders of Series B Preferred Stock, voting together as a single class with the holders of the Series A Preferred or any other then-outstanding class or series of capital stock ranking on parity with the Series B Preferred Stock upon which like voting rights have been conferred and are exercisable, or collectively, any Voting Preferred Stock and the holders of Series B Preferred Stock will be entitled to vote for the election of two additional directors to serve on our board of directors, until all unpaid dividends for past dividend periods shall have been paid in full.

After December 31, 2024, holders of Series B Preferred Stock will be entitled to vote as a single class with the holders of Common Stock on an as-converted basis (up to a maximum of 19.99% of the Common Stock outstanding on the date of the closing of the Private Placement, unless stockholder approval has been received).

Protective Rights

The Company is required to obtain an affirmative vote of a majority of the holders of Series B Preferred Stock to (i) authorize, create, issue or increase, or reclassify any class of capital stock into any class or series of Senior Equity Securities or Parity Equity Securities (as such terms are defined in the Articles Supplementary), (ii) authorize any class of partnership interests in the Operating Partnership that are senior to the partnership interests currently in existence, (iii) amend, alter, repeal or otherwise change the rights, preferences, preferences, privileges or powers of the Series B Preferred Stock, (iv) approve any dividend other than cash dividends paid in the ordinary course of business consistent with past practice, or required to be paid by the Company to maintain REIT status, (v) affect any voluntary deregistration under the Securities Exchange Act of 1934, as amended, or voluntary delisting with the NYSE with respect to the Common Stock, (vi) incur any indebtedness in excess of the limits set forth in the Articles Supplementary, (vii) adopt a “poison pill” or similar anti-takeover agreement or plan, and (viii) following December 31, 2024, enter into a Change in Control Transaction (as defined in the Articles Supplementary) or make certain acquisitions.

F- 29

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Dividend Rights

The Series B Preferred Stock bears cumulative dividends, payable in cash, at a rate equal to (a) 3.25% for the period from the issue date through and including December 31, 2019, (b) 3.50% from January 1, 2020 through and including December 31, 2020, (c) 3.75% from January 1, 2021 through and including December 31, 2021, (d) 4.00% from January 1, 2022 through and including December 31, 2022, (e) 6.50% from January 1, 2023 through and including December 31, 2023, (f) 12.00% from January 1, 2024 through and including December 31, 2024 and (g) 15.00% from and after January 1, 2025. Dividends on the Series B Preferred Stock are payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year or, if such date is not a Business Day, on the immediately succeeding Business Day.

The following table sets forth the Series B Preferred Stock dividends that were declared during the year ended December 31, 2022.

Preferred stock - schedule of series b preferred stock dividends declared

		Cash Dividends Declared per Share				Aggregate Amount
2022
First quarter		$	0.170000			$	750
Second quarter			0.170000				375
Third quarter			—				—
Fourth quarter			—				—
Total		$	0.340000			$	1,125

No Series B Preferred Stock were outstanding during the year ended December 31, 2023, as such no dividends were declared for the year ended December 31, 2023.

11. Non-Controlling Interests

Operating Partnership Units

In connection with prior acquisitions of real estate property, the Company, through its Operating Partnership, had issued OP Units to the former owners as part of the acquisition price. The holders of the OP Units are entitled to receive distributions concurrent with the dividends paid on our common stock. The holders of the OP Units can also convert their respective OP Units for the Company’s common stock on a 1-to-1 basis. Upon conversion, the Company adjusts the carrying value of non-controlling interest to reflect its modified share of the book value of the Operating Partnership. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interest on the accompanying consolidated statements of changes in preferred stock and equity.

No OP Units were redeemed during the year ended December 31, 2023 and 2022. During the year ended December 31, 2021, 116,333 OP Units were redeemed for 116,333 shares of our common stock.

The Company adjusted the carrying value of non-controlling interest to reflect its share of the book value of the Operating Partnership reflecting the change in the Company’s ownership of the Operating Partnership. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interest on the accompanying consolidated statements of changes in preferred stock and equity. 490,299 OP Units were outstanding as of December 31, 2023, 2022 and 2021.

The following table sets forth the OP Unit distributions that were declared during the years ended December 31, 2023 and 2022.

Non-controlling interest - schedule of redeemable non-controlling interest

		Cash Distributions Declared per OP Unit				Aggregate Amount
2023
First quarter		$	0.2250			$	110
Second quarter			0.2250				110
Third quarter			0.2250				110
Fourth quarter			0.2250				110
Total		$	0.9000			$	440
2022
First quarter		$	0.2200			$	108
Second quarter			0.2200				108
Third quarter			0.2200				108
Fourth quarter			0.2200				108
Total		$	0.8800			$	432

F- 30

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

The proportionate share of the gain (loss) attributed to the OP Units was $ 147 and ($ 210 ) for the years ended December 31, 2023 and 2022, respectively.

12. Incentive Award Plan

Restricted Stock

In June 2023 the Company’s stockholders approved the Third Amended and Restated 2014 Incentive Award Plan, or Plan, under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The aggregate number of shares of the Company’s common stock and/or LTIP units of partnership interest in the Company’s Operating Partnership, or LTIP units that are available for issuance under awards granted pursuant to the Plan is 1,375,000 shares/LTIP units. Shares and units granted under the Plan may be authorized but unissued shares/LTIP units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires or is settled for cash, any shares/LTIP units subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, the following shares/LTIP units may not be used again for grant under the Plan: (1) shares/LTIP units tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options.

The Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, Performance Stock Units (“PSUs”), other incentive awards, LTIP units, SARs, and cash awards. As of December 31, 2023, the Company has only issued restricted stock and performance stock units under the Plan. In addition, the Company will grant its Independent Board of Directors restricted stock as part of their remuneration. Shares granted as part of the Plan vest equally over a four-year period while those granted to the Company’s Independent Board of Directors vest equally over a three-year period. Annual grants given to the Company’s Independent Board of Directors vest the earlier of one year from the date of grant, or the next annual shareholder meeting. Holders of restricted shares of common stock have voting rights and rights to receive dividends, however, the restricted shares of common stock may not be sold, transferred, assigned or pledged and are subject to forfeiture prior to the respective vesting period.

The following table is a summary of the total restricted shares granted for the years ended December 31, 2023, 2022 and 2021:

Incentive award plan - schedule of nonvested restricted stock shares activity

		Shares
Unvested restricted stock at January 1, 2021		190,225
Granted		126,434
Forfeited		( 1,000	)
Vested		( 88,303	)
Unvested restricted stock at December 31, 2021		227,356
Granted		141,000
Forfeited		( 8,750	)
Vested		( 79,532	)
Unvested restricted stock at December 31, 2022		280,074
Granted		200,095
Forfeited		—
Vested		( 109,326	)
Unvested restricted stock at December 31, 2023		370,843

The Company recorded equity-based compensation expense related to the RSUs in the amount of $ 2,636 , $ 2,603 and $ 1,559 for the years ended December 31, 2023, 2022 and 2021, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations. Equity-based compensation expense for shares issued to employees and directors is based on the grant-date fair value of the award and recognized on a straight-line basis over the requisite period of the award. The unrecognized compensation expense associated with the Company’s restricted shares of common stock was $ 5,442 , $ 3,758 and $ 2,828 for the years ended December 31, 2023, 2022 and 2021, respectively, and is expected to be recognized over a weighted average period of approximately 2.7 years, 2.7 years and 2.8 years, respectively. The fair value of the 200,095 restricted shares granted during the year ended December 31, 2023 was approximately $ 4,320 with a weighted average fair value of $ 21.59 per share. The fair value of the 141,000 restricted shares granted during the year ended December 31, 2022 was approximately $ 3,714 with a weighted average fair value of $ 26.34 per share. The fair value of the 126,434 restricted shares granted during the year ended December 31, 2021 was approximately $ 1,998 with a weighted average fair value of $ 15.80 per share.

F- 31

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

Performance Stock Units

On June 15, 2023, the compensation committee of the board of directors approved, and the Company granted, 51,410 PSUs under the 2014 Incentive Award Plan to certain executive officers and key employees of the Company. The PSUs are subject to performance-based criteria including the Company’s total shareholder return (65%) and total shareholder return compared to the MSCI US REIT Index (35%) over a three-year performance period. Upon conclusion of the performance period, the final number of PSUs vested will range between zero to a maximum of 102,820 PSUs. All vested performance stock units will convert into shares of common stock on a 1-to-1 basis. Compensation expense is charged to earnings ratably from the grant date through to the end of the performance period.

The fair value of the PSUs of $ 1,550 was determined using a lattice-binomial option-pricing model based on a Monte Carlo simulation applying Level 3 inputs as described in Note 2. The significant inputs into the model were: grant date of June 15, 2023, volatility of 29.0 % , an expected annual dividend of 4.2 % , and an annual risk-free interest rate of 4.2 % .

The following table summarizes activity related to the Company’s unvested PSUs during the year ended December 31, 2023. No PSUs were granted for the years ended December 31, 2022 and 2021.

Incentive award plan - schedule of unvested performance stock

Unvested Performance Stock Units		Performance Stock Units				Weighted Average Grant Date Fair Value per Unit
Balance at December 31, 2022			—			$	—
Granted			51,410			$	30.15
Vested			—			$	—
Forfeited			—			$	—
Balance at December 31, 2023			51,410			$	30.15

The Company recorded equity-based compensation expense related to the PSUs in the amount of $ 330 , $ 0 , and $ 0 for the years ended December 31, 2023, 2022 and 2021, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations. The unrecognized compensation expense associated with the Company’s PSUs at December 31, 2023 was approximately $ 1,220 and is expected to be recognized over a weighted average period of approximately 2.0 years.

13. Earnings per Share

Net Income (Loss) per Common Share

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:

Earnings per share - schedule of earnings per share

		Year ended December 31,
		2023				2022				2021
Numerator
Net income (loss)		$	13,807			$	( 17,096	)		$	( 15,267	)
Less: Net income (loss) attributable to non-controlling interest			147				( 210	)			( 259	)
Net income (loss) attributable to Plymouth Industrial REIT, Inc.			13,660				( 16,886	)			( 15,008	)
Less: Preferred Stock dividends			2,509				4,866				6,608
Less: Series B Preferred Stock accretion to redemption value			—				4,621				7,228
Less: Loss on extinguishment/redemption of Series A Preferred Stock			2,023				99				—
Less: Amount allocated to participating securities			337				256				201
Net income (loss) attributable to common stockholders		$	8,791			$	( 26,728	)		$	( 29,045	)
Denominator
Weighted-average common shares outstanding — basic			43,554,504				39,779,128				30,910,581
Effect of dilutive securities
Add: Stock-based compensation (1)			77,189				—				—
Weighted-average common shares outstanding — diluted			43,631,693				39,779,128				30,910,581
Net income (loss) per share — basic and diluted
Net income (loss) per share attributable to common stockholders — basic		$	0.20			$	( 0.67	)		$	( 0.94	)
Net income (loss) per share attributable to common stockholders — diluted		$	0.20			$	( 0.67	)		$	( 0.94	)

(1)	During the year ended December 31, 2023, there were approximately 69,903 unvested restricted shares of common stock on a weighted average basis that were not included in the computation of diluted earnings per share as including these shares would be anti-dilutive. During the years ended December 31, 2022 and 2021, all unvested restricted shares of common stock were deemed to be anti-dilutive due to the net loss attributable to common stockholders.

F- 32

Plymouth Industrial REIT, Inc.
Notes to Consolidated Financial Statements
( all dollar amounts in thousands, except share and per share data )

The Company uses the two-class method of computing earnings per common share in which participating securities are included within the basic earnings per share (“EPS”) calculation. The amount allocated to participating securities is according to dividends declared (whether paid or unpaid). The restricted stock does not have any participatory rights in undistributed earnings. The unvested shares of restricted stock are accounted for as participating securities as they contain nonforfeitable rights to dividends. PSUs, which are subject to vesting based on the Company achieving certain total shareholder return thresholds over a three-year performance period, are included as contingently issuable shares in the calculation of diluted EPS when the total shareholder return thresholds are achieved at or above the threshold levels specific in the award agreements, assuming the reporting period is the end of the performance period, and the effect is dilutive.

In periods where there is a net loss attributable to common shareholders, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company’s potential dilutive securities for the year ended December 31, 2023 include the 370,843 shares of restricted common stock and 67,967 PSUs. The restricted common shares and PSUs have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2022 and 2021 as the effect of including them would reduce the net loss per share.

14. Commitments and Contingencies

Employment Agreements

The Company has entered into employment agreements with the Company’s Chief Executive Officer, Chief Financial Officer, and Executive Vice President Asset Management. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $300 to $600 annually with discretionary cash and stock performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses, as incurred, the costs related to such legal proceedings.

Contingent Liability

Under the terms of the Plymouth MIR JV II LLC agreement executed July 6, 2023, the majority partner has the right to require us to purchase its 98 % interest in the 297,583 square foot property located in Atlanta, GA at the greater of the property’s then-current fair market value, or, 150% of aggregate capital contributions made by the majority partner. Such right can be executed by the majority partner no sooner than June 1, 2025, and no later than August 29, 2025. As of December 31, 2023, the projected fair market value of the property at the date the put option is exercisable is expected to exceed the 150% of the aggregate capital contributions made by the majority partner, and as such, there is no contingent liability to recognize.

15. Retirement Plan

The Company in December 2014 established an individual SEP IRA retirement account plan for all employees. The Company has accrued a contribution for 2023 in the amount of $ 403 and an amount of $ 626 for 2022, which is included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets at December 31, 2023 and 2022, respectively. The Company has no control or administrative responsibility related to the individual accounts and is not obligated to fund them in future years.

16. Subsequent Events

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and concluded that were no subsequent events requiring adjustment or disclosure to the consolidated financial statements.

F- 33

Schedule III

Plymouth Industrial REIT, Inc.

Real Estate Properties and Accumulated Depreciation

December 31, 2023 ($ in thousands)

Schedule III real estate properties and accumulated depreciation

				Encumbrances		Initial Costs of Land			Initial cost of building and improvements			Costs Capitalized Subsequent to Acquisition			Gross amounts of land			Gross amounts of building and improvements			Total real estate properties gross (2)			Accumulated Depreciation (3)			Year Acquired		Year Built/Renovated		Depreciable Life (in years)
						Initial Costs to the Company									Gross Amounts at Close of Period
Metro Area		Address		Encumbrances		Land			Building and Improvements			Costs Capitalized Subsequent to Acquisition			Land			Building and Improvements			Total (2)			Accumulated Depreciation (3)			Year Acquired		Year Built/ Renovated (4)		Depreciable Life (in years) (5)
Atlanta, GA		32 Dart Road				$	256		$	4,454		$	2,348		$	256		$	6,802		$	7,058		$	2,581		2014		1988/2014		18
Atlanta, GA		11236 Harland Drive		- (1)			271			909			10			271			919			1,190			365		2017		1988		20
Atlanta, GA		1665 Dogwood Drive		- (1)			494			6,027			31			494			6,058			6,552			1,986		2017		1973		20
Atlanta, GA		1715 Dogwood Drive		- (1)			270			2,879			132			270			3,011			3,281			885		2017		1973		22
Atlanta, GA		611 Highway 74 S.					3,283			13,560			702			3,283			14,262			17,545			3,812		2019		1979-2013		25
Atlanta, GA		40 Pinyon Road					794			2,669			35			794			2,704			3,498			535		2020		1997		28
Atlanta, GA		665 Highway 74 South					1,237			6,952			119			1,237			7,071			8,308			1,033		2020		1989		36
Atlanta, GA		6739 New Calhoun Highway NE					2,876			7,599			17			2,876			7,616			10,492			2,235		2020		1981-2022/1996 & 2017		20
Atlanta, GA		6777-6785 New Calhoun Highway NE					-			26,814			518			-			27,332			27,332			436		2023		2022		40
Atlanta, GA		1099 Dodds Avenue					975			8,481			138			975			8,619			9,594			663		2022		2005		32
Atlanta, GA		1413 Lovers Lane					669			12,446			-			669			12,446			13,115			946		2022		1999		25
Boston, MA		54-56 Milliken Road					1,418			7,482			10,376			1,418			17,858			19,276			4,427		2014		1966-2022/1995, 2005, 2013, 2022		40 / 20
Charlotte, NC		1570 East P St. Extension					5,878			13,121			-			5,878			13,121			18,999			898		2022		2005		30
Chicago, IL		11351 W. 183rd Street					361			1,685			38			361			1,723			2,084			686		2014		2000		34
Chicago, IL		1355 Holmes Road					1,012			2,789			176			1,012			2,965			3,977			1,755		2014		1976/1998		16
Chicago, IL		1875 Holmes Road					1,597			5,199			1,894			1,597			7,093			8,690			3,342		2014		1989		16
Chicago, IL		189 Seegers Road					470			1,369			51			470			1,420			1,890			625		2014		1972		21
Chicago, IL		2401 Commerce Drive					486			4,597			1,076			486			5,673			6,159			2,169		2014		1994/2009		28
Chicago, IL		3940 Stern Avenue					1,156			5,139			1,245			1,156			6,384			7,540			3,546		2014		1987		16
Chicago, IL		11601 Central Avenue		- (1)			3,479			6,545			709			3,479			7,254			10,733			2,417		2017		1970		21
Chicago, IL		13040 South Pulaski Avenue		- (1)			3,520			11,115			268			3,520			11,383			14,903			5,091		2017		1976		16
Chicago, IL		13970 West Laurel Drive		- (1)			1,447			1,377			373			1,447			1,750			3,197			735		2017		1990		14
Chicago, IL		1455-1645 Greenleaf Avenue		- (1)			1,926			5,137			1,478			1,926			6,615			8,541			1,906		2017		1968		21
Chicago, IL		1750 South Lincoln Drive		- (1)			489			9,270			894			489			10,164			10,653			3,040		2017		2001		24
Chicago, IL		1796 Sherwin Avenue		- (1)			1,542			3,598			172			1,542			3,770			5,312			1,391		2017		1964		19
Chicago, IL		28160 North Keith Drive		- (1)			1,614			1,643			282			1,614			1,925			3,539			739		2017		1989		16
Chicago, IL		3841-3865 Swanson Court		- (1)			1,640			2,247			283			1,640			2,530			4,170			915		2017		1978		17
Chicago, IL		5110 South 6th Street		- (1)			689			1,014			155			689			1,169			1,858			514		2017		1972		16
Chicago, IL		6000 West 73rd Street		- (1)			1,891			3,403			-			1,891			3,403			5,294			1,341		2017		1974		17
Chicago, IL		6558 West 73rd Street		- (1)			3,444			2,325			1,070			3,444			3,395			6,839			1,137		2017		1975		16
Chicago, IL		6751 Sayre Avenue		- (1)			2,891			5,743			-			2,891			5,743			8,634			1,886		2017		1973		22
Chicago, IL		7200 Mason Ave		- (1)			2,519			5,482			1			2,519			5,483			8,002			2,022		2017		1974		18
Chicago, IL		4491 N Mayflower Road					289			2,422			153			289			2,575			2,864			793		2017		2000		27
Chicago, IL		4955 Ameritech Drive					856			7,251			447			856			7,698			8,554			2,387		2017		2004		27
Chicago, IL		5855 West Carbonmill Road					743			6,269			166			743			6,435			7,178			1,944		2017		2002		27
Chicago, IL		5861 W Cleveland Road					234			1,966			124			234			2,090			2,324			627		2017		1994		27
Chicago, IL		West Brick Road					381			3,209			202			381			3,411			3,792			1,024		2017		1998		27
Chicago, IL		1600 Fleetwood Drive		- (1)			2,699			9,530			83			2,699			9,613			12,312			2,626		2018		1968/2016		23
Chicago, IL		3 West College Drive		- (1)			728			1,531			136			728			1,667			2,395			417		2018		1978/2016		26
Chicago, IL		11746 Austin Ave					1,062			4,420			102			1,062			4,522			5,584			976		2019		1970		25
Chicago, IL		144 Tower Drive					866			4,174			113			866			4,287			5,153			840		2019		1971/1988 & 2015		29
Chicago, IL		16801 Exchange Ave					1,905			9,454			178			1,905			9,632			11,537			2,213		2019		1987		24
Chicago, IL		350 Armory Drive					442			835			136			442			971			1,413			309		2019		1972		21
Chicago, IL		4915 West 122nd Street					848			3,632			203			848			3,835			4,683			785		2019		1972		26
Chicago, IL		7207 Mason Avenue					887			2,608			15			887			2,623			3,510			746		2019		1970		20
Chicago, IL		7420 Meade Ave					586			367			590			586			957			1,543			207		2019		1970		20

F- 34

						Initial Costs to the Company									Gross Amounts at Close of Period
Metro Area		Address		Encumbrances		Land			Building and Improvements			Costs Capitalized Subsequent to Acquisition			Land			Building and Improvements			Total (2)			Accumulated Depreciation (3)			Year Acquired		Year Built/ Renovated (4)		Depreciable Life (in years) (5)
Chicago, IL		1717 West Harvester Road					3,843			12,848			5			3,843			12,853			16,696			4,332		2020		1970		15
Chicago, IL		1301 Ridgeview Drive					1,231			12,623			140			1,231			12,763			13,994			1,491		2021		1995/2020		25
Chicago, IL		1900 S. Batavia		- (1)			7,337			20,387			23			7,337			20,410			27,747			2,805		2021		1958/1989 & 2010		21
Chicago, IL		6035 West Gross Point Road					2,706			4,351			94			2,706			4,445			7,151			960		2021		1956/1985		15
Chicago, IL		800 Church Street					2,019			6,197			24			2,019			6,221			8,240			762		2021		1974/2020		22
Chicago, IL		2600 Commerce Drive					1,028			5,597			-			1,028			5,597			6,625			373		2022		2001		30
Cincinnati, OH		4115 Thunderbird Lane					275			2,093			192			275			2,285			2,560			1,106		2014		1991		22
Cincinnati, OH		7585 Empire Drive					644			2,658			690			644			3,348			3,992			2,284		2014		1973		11
Cincinnati, OH		Mosteller Distribution Center					1,501			9,424			114			1,501			9,538			11,039			6,339		2014		1959		14
Cincinnati, OH		Fisher Industrial Park					4,147			18,147			22,555			4,147			40,702			44,849			6,681		2018		1946, 2023		20 / 40
Cincinnati, OH		2700-2758 E. Kemper Road		- (1)			847			5,196			344			847			5,540			6,387			1,081		2019		1990		35
Cincinnati, OH		2800-2888 E. Kemper Road		- (1)			752			5,448			498			752			5,946			6,698			1,114		2019		1989		35
Cincinnati, OH		4514-4548 Cornell Road		- (1)			998			7,281			731			998			8,012			9,010			1,646		2019		1976		28
Cincinnati, OH		6900-6918 Fairfield Business Drive		- (1)			244			2,020			355			244			2,375			2,619			318		2019		1990		38
Cincinnati, OH		3741 Port Union Road					418			3,381			-			418			3,381			3,799			231		2022		1995/2001		30
Cincinnati, OH		4225-4331 Dues Drive					2,260			16,300			463			2,260			16,763			19,023			1,882		2022		1972		18
Cleveland, OH		1755 Enterprise Parkway					1,411			12,281			1,761			1,411			14,042			15,453			5,659		2014		1978/2005		27
Cleveland, OH		30339 Diamond Parkway					2,815			22,792			414			2,815			23,206			26,021			4,478		2018		2007		34
Cleveland, OH		14801 Country Rd 212					985			13,062			1			985			13,063			14,048			2,673		2019		1998		25
Cleveland, OH		1200 Chester Industrial Parkway North					1,213			6,602			107			1,213			6,709			7,922			1,237		2020		2007/2009		27
Cleveland, OH		1200 Chester Industrial Parkway South					562			2,689			160			562			2,849			3,411			603		2020		1991		23
Cleveland, OH		1350 Moore Road					809			2,860			242			809			3,102			3,911			764		2020		1997		20
Cleveland, OH		1366 Commerce Drive					1,069			4,363			( 220 )			847			4,365			5,212			1,218		2020		1960		13
Cleveland, OH		2100 International Parkway					-			14,818			233			-			15,051			15,051			1,795		2020		2000		31
Cleveland, OH		2210 International Parkway					-			15,033			5			-			15,038			15,038			1,825		2020		2001		27
Cleveland, OH		Gilchrist Road I					1,775			6,541			215			1,775			6,756			8,531			1,524		2020		1961-1978		17
Cleveland, OH		Gilchrist Road II					2,671			14,959			172			2,671			15,131			17,802			3,273		2020		1994-1998		22
Cleveland, OH		Gilchrist Road III					977			12,416			160			977			12,576			13,553			1,955		2020		1994/1998		22
Cleveland, OH		4211 Shuffel Street NW					1,086			12,287			3			1,086			12,290			13,376			2,361		2020		1994		21
Cleveland, OH		31000 Viking Parkway					1,458			5,494			331			1,458			5,825			7,283			736		2021		1998		29
Cleveland, OH		1120 West 130th St					1,058			7,205			-			1,058			7,205			8,263			476		2022		2000		28
Cleveland, OH		22209 Rockside Road					2,198			13,265			499			2,198			13,764			15,962			981		2022		2008		31
Columbus, OH		3100 Creekside Parkway					1,203			9,603			555			1,203			10,158			11,361			3,858		2014		2000		27
Columbus, OH		3500 Southwest Boulevard					1,488			16,730			1,387			1,488			18,117			19,605			7,961		2014		1992/2018		22
Columbus, OH		7001 American Pkwy					331			1,416			28			331			1,444			1,775			834		2014		1986/2007 & 2012		20
Columbus, OH		8273 Green Meadows Dr.					341			2,266			1,048			341			3,314			3,655			1,268		2014		1996/2007		27
Columbus, OH		8288 Green Meadows Dr.					1,107			8,413			582			1,107			8,995			10,102			5,154		2014		1988		17
Columbus, OH		2120 - 2138 New World Drive		- (1)			400			3,007			112			400			3,119			3,519			1,382		2017		1971		18
Columbus, OH		459 Orange Point Drive		- (1)			1,256			6,793			465			1,256			7,258			8,514			1,070		2019		2001		40
Columbus, OH		7719 Graphics Way		- (1)			1,297			2,743			142			1,297			2,885			4,182			536		2019		2000		40
Columbus, OH		100 Paragon Parkway					582			9,130			1			582			9,131			9,713			2,529		2020		1995		17
Columbus, OH		1650-1654 Williams Road					1,581			23,818			-			1,581			23,818			25,399			3,809		2021		1973/1974 & 1975		20
Columbus, OH		1520-1530 Experiment Farm Road					576			7,164			20			576			7,184			7,760			728		2021		1997		25
Columbus, OH		2180 Corporate Drive					586			8,311			22			586			8,333			8,919			834		2021		1996		27
Columbus, OH		2800 Howard Street					1,306			20,266			-			1,306			20,266			21,572			1,562		2021		2016		31
Columbus, OH		952 Dorset Road					242			3,492			-			242			3,492			3,734			351		2021		1988		25
Columbus, OH		2626 Port Road					1,149			8,212			-			1,149			8,212			9,361			696		2022		1994		26
Indianapolis, IN		3035 North Shadeland Ave		- (1)			1,966			11,740			1,713			1,966			13,453			15,419			5,402		2017		1962/2001 & 2004		17
Indianapolis, IN		3169 North Shadeland Ave		- (1)			148			884			( 30 )			148			854			1,002			430		2017		1979/1993		17
Indianapolis, IN		2900 N. Shadeland Avenue					4,632			14,572			1,124			4,632			15,696			20,328			5,760		2019		1957/1992		15

F- 35

						Initial Costs to the Company									Gross Amounts at Close of Period
Metro Area		Address		Encumbrances		Land			Building and Improvements			Costs Capitalized Subsequent to Acquisition			Land			Building and Improvements			Total (2)			Accumulated Depreciation (3)			Year Acquired		Year Built/ Renovated (4)		Depreciable Life (in years) (5)
Indianapolis, IN		4430 Sam Jones Expressway					2,644			12,570			536			2,644			13,106			15,750			3,123		2019		1970		22
Indianapolis, IN		6555 East 30th Street					1,881			6,636			594			1,881			7,230			9,111			2,350		2019		1969/1997		17
Indianapolis, IN		6575 East 30th Street					566			1,408			6			566			1,414			1,980			443		2019		1998		19
Indianapolis, IN		6585 East 30th Street					669			2,216			348			669			2,564			3,233			729		2019		1998		19
Indianapolis, IN		6635 East 30th Street					535			2,567			215			535			2,782			3,317			690		2019		1998		19
Indianapolis, IN		6701 East 30th Street					334			428			2			334			430			764			233		2019		1990		17
Indianapolis, IN		6737 East 30th Street					609			1,858			29			609			1,887			2,496			614		2019		1995		17
Indianapolis, IN		6751 East 30th Street					709			2,083			77			709			2,160			2,869			651		2019		1997		18
Indianapolis, IN		6951 East 30th Street					424			1,323			68			424			1,391			1,815			428		2019		1995		21
Indianapolis, IN		7901 W. 21st Street					1,870			8,844			1,847			1,870			10,691			12,561			2,370		2019		1985/1994		20
Indianapolis, IN		3333 N. Franklin Road					1,363			6,525			37			1,363			6,562			7,925			2,039		2020		1967		15
Indianapolis, IN		3701 David Howarth Drive					938			21,471			57			938			21,528			22,466			1,576		2021		2008/2019		35
Indianapolis, IN		7750 Georgetown Road					1,943			5,605			-			1,943			5,605			7,548			525		2021		2006		32
Indianapolis, IN		3525 South Arlington Avenue					2,569			10,764			10			2,569			10,774			13,343			1,024		2022		1990		23
Jacksonville, FL		Center Point Business Park		- (1)			9,848			26,411			806			9,848			27,217			37,065			5,428		2018		1990-1997		35
Jacksonville, FL		Liberty Business Park		- (1)			9,347			26,978			7,849			9,347			34,827			44,174			5,567		2018		1996-1999, 2023		38 / 40
Jacksonville, FL		Salisbury Business Park		- (1)			4,354			9,049			6,677			4,354			15,726			20,080			2,079		2018		2001-2012, 2023		32 / 40
Jacksonville, FL		265, 338, 430 Industrial Boulevard					2,562			15,116			411			2,562			15,527			18,089			3,576		2020		1988-1996/1999 & 2001		18
Jacksonville, FL		8451 Western Way					4,240			13,983			97			4,240			14,080			18,320			1,877		2020		1968/1975 & 1987		32
Jacksonville, FL		8000-8001 Belfort Parkway					1,836			9,460			81			1,836			9,541			11,377			625		2022		1999		40
Kansas City, MO		5450 Deramus Avenue					1,483			6,609			965			1,483			7,574			9,057			1,318		2021		1976/1986 & 1994		20
Memphis, TN		210 American Dr.					928			10,442			668			928			11,110			12,038			7,803		2014		1967/1981 & 2012		13
Memphis, TN		6005, 6045 & 6075 Shelby Dr.					488			4,919			1,907			488			6,826			7,314			3,302		2014		1989		19
Memphis, TN		3635 Knight Road		- (1)			422			2,820			142			422			2,962			3,384			1,157		2017		1986		18
Memphis, TN		Airport Business Park					1,511			4,352			2,797			1,511			7,149			8,660			2,877		2017		1985-1989		26
Memphis, TN		4540-4600 Pleasant Hill Road					1,375			18,854			( 161 )			1,207			18,861			20,068			2,459		2019		1991/2005		37
Memphis, TN		1700-1710 Dunn Avenue					916			5,018			1,602			916			6,620			7,536			1,429		2021		1957-1959/1963 & 1973		13
Memphis, TN		2950 Brother Boulevard					1,089			7,515			253			1,089			7,768			8,857			1,394		2021		1987/2019		17
Memphis, TN		6290 Shelby View Drive					163			4,631			-			163			4,631			4,794			371		2021		1999/2003		36
Memphis, TN		10455 Marina Drive		- (1)			613			6,154			988			613			7,142			7,755			805		2022		1986		20
Memphis, TN		10682 Ridgewood Road		- (1)			261			3,513			225			261			3,738			3,999			355		2022		1985		23
Memphis, TN		1814 S Third Street		- (1)			469			2,510			-			469			2,510			2,979			470		2022		1966		14
Memphis, TN		3650 Distriplex Drive		- (1)			704			12,847			-			704			12,847			13,551			1,160		2022		1997		24
Memphis, TN		3670 South Perkins Road		- (1)			215			2,242			-			215			2,242			2,457			268		2022		1974		18
Memphis, TN		3980 Premier Avenue		- (1)			354			3,835			-			354			3,835			4,189			498		2022		1964		17
Memphis, TN		5846 Distribution Drive		- (1)			164			2,092			226			164			2,318			2,482			208		2022		1984		30
Memphis, TN		7560 Priority Lane		- (1)			159			1,561			-			159			1,561			1,720			185		2022		1988		21
Memphis, TN		8970 Deerfield Drive		- (1)			241			2,256			340			241			2,596			2,837			300		2022		1977		22
Memphis, TN		Collins Industrial Memphis		- (1)			950			12,889			1,266			950			14,155			15,105			1,316		2022		1989-2001		16 - 32
Memphis, TN		Outland Center Memphis I		- (1)			678			9,227			600			678			9,827			10,505			963		2022		1988		21 - 25
Memphis, TN		Outland Center Memphis II		- (1)			892			7,424			759			892			8,183			9,075			1,063		2022		1989		15 - 22
Memphis, TN		Outland/Burbank Industrial		- (1)			924			12,805			875			924			13,680			14,604			1,343		2022		1969-1996		20 - 23
Memphis, TN		Place Industrial Memphis		- (1)			342			3,529			411			342			3,940			4,282			496		2022		1980-1988		20 - 25
Memphis, TN		Shelby Distribution II		- (1)			312			4,564			212			312			4,776			5,088			415		2022		1998		25 - 27
Memphis, TN		Willow Lake Industrial		- (1)			231			2,861			17			231			2,878			3,109			300		2022		1989		23
Memphis, TN		AE Beaty Drive/Appling Road					850			6,589			-			850			6,589			7,439			375		2022		2006		45
St. Louis, MO		2635-2645 Metro Boulevard					656			2,576			16			656			2,592			3,248			444		2019		1979		30
St. Louis, MO		5531 - 5555 Phantom Drive					1,133			3,976			22			1,133			3,998			5,131			916		2019		1971		22
St. Louis, MO		Grissom Drive					656			2,780			-			656			2,780			3,436			588		2020		1970		19
St. Louis, MO		St. Louis Commerce Center		- (1)			3,927			20,995			406			3,927			21,401			25,328			2,659		2020		1999-2001		33
St. Louis, MO		11646 Lakeside Crossing					1,282			9,293			6			1,282			9,299			10,581			680		2021		2005		35

F- 36

						Initial Costs to the Company									Gross Amounts at Close of Period
Metro Area		Address		Encumbrances		Land			Building and Improvements			Costs Capitalized Subsequent to Acquisition			Land			Building and Improvements			Total (2)			Accumulated Depreciation (3)			Year Acquired		Year Built/ Renovated (4)		Depreciable Life (in years) (5)
St. Louis, MO		160-275 Corporate Woods Place					2,183			5,956			187			2,183			6,143			8,326			1,019		2021		1990		19
St. Louis, MO		3919 Lakeview Corporate Drive					4,265			46,225			247			4,265			46,472			50,737			3,220		2021		2019		37
St. Louis, MO		3051 Gateway		- (1)			3,148			29,791			-			3,148			29,791			32,939			2,173		2021		2016		36
St. Louis, MO		349 Gateway		- (1)			3,255			36,451			-			3,255			36,451			39,706			3,561		2021		2016		36
St. Louis, MO		4848 Park 370 Boulevard					1,041			6,127			13			1,041			6,140			7,181			527		2021		2006		32
St. Louis, MO		9150 Latty Ave					1,674			5,076			80			1,674			5,156			6,830			828		2021		1965/2018		22
St. Louis, MO		1901-1939 Belt Way Drive					2,492			5,109			164			2,492			5,273			7,765			488		2022		1986		26
Total Real Estate Owned						$	225,335		$	1,231,624		$	99,699		$	224,945		$	1,331,713		$	1,556,658		$	266,760

__________________

Note	(1)	These properties secure the $266,887 Secured Debt.
Note	(2)	Total does not include development projects of $3,412, corporate office leasehold improvements of $2,456, Columbus property management office of $4,495 and the finance lease right of use asset of $845 related to the ground sublease at 2100 International Parkway.
Note	(3)	Total does not include accumulated depreciation related to corporate office leasehold improvements of $996 and Columbus property management office of $290.
Note	(4)	Renovation means significant upgrades, alterations, or additions to building interiors or exteriors and/or systems.
Note	(5)	Depreciation is calculated over the remaining useful life of the respective property as determined at the time of the purchase allocation, ranging from 11-45 years for buildings and 4-20 years for improvements.

As of December 31, 2023, the gross aggregate basis for Federal tax purposes of investments in real estate properties was approximately $ 1,545,269 .

F- 37

Plymouth Industrial REIT, Inc.

Real Estate Properties and Accumulated Depreciation

December 31, 2023, 2022 and 2021 ($ in thousands)

Schedule III Real Estate Properties and Accumulated Depreciation Rollforward

		Year Ended December 31,
		2023				2022				2021
Real Estate
Balance at the beginning of the year		$	1,555,846			$	1,254,007			$	886,681
Additions during the year			29,615				302,265				374,461
Disposals during the year			( 17,595	)			( 426	)			( 7,135	)
Balance at the end of the year		$	1,567,866			$	1,555,846			$	1,254,007
Accumulated Depreciation
Balance at the beginning of the year		$	205,629			$	142,192			$	98,283
Depreciation expense			67,920				63,557				45,398
Disposals during the year			( 5,503	)			( 120	)			( 1,489	)
Balance at the end of the year		$	268,046			$	205,629			$	142,192

F- 38