Quarterly report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 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 No. 001-36739 STORE CAPITAL LLC (Exact name of registrant as specified in its charter) Delaware 88-4051712(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 8377 East Hartford Drive, Suite 100, Scottsdale, Arizona 85255 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (480) 256-1100 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 ☒ Note: The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None None None As of November 5, 2025, there were 1,125 units of equity outstanding.
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2 TABLE OF CONTENTS Page Part I. - FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Operations 4 Condensed Consolidated Statements of Comprehensive Income (Loss) 5 Condensed Consolidated Statements of Members’ Equity 6 Condensed Consolidated Statements of Cash Flows 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 3. Quantitative and Qualitative Disclosures About Market Risk 36 Item 4. Controls and Procedures 36 Part II. - OTHER INFORMATION 37 Item 1. Legal Proceedings 37 Item 1A. Risk Factors 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37 Item 3. Defaults Upon Senior Securities 37 Item 4. Mine Safety Disclosures 37 Item 5. Other Information 37 Item 6. Exhibits 38 Signatures 40 2
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3 PART I – FINANCIAL INFORMATION Item 1. Financial Statements STORE Capital LLC Condensed Consolidated Balance Sheets (In thousands) September 30, December 31, 2025 2024 (unaudited) (audited) Assets Investments: Real estate investments: Land and improvements $ 3,917,564 $ 3,840,415 Buildings and improvements 9,734,880 9,506,402 Intangible lease assets 569,287 588,635 Total real estate investments 14,221,731 13,935,452 Less accumulated depreciation and amortization (1,485,707) (1,083,693) 12,736,024 12,851,759 Real estate investments held for sale, net 27,856 — Operating ground lease assets 53,897 57,245 Loans and financing receivables, net 2,682,685 1,964,710 Net investments 15,500,462 14,873,714 Cash and cash equivalents 163,497 162,188 Other assets, net 149,474 126,671 Total assets $ 15,813,433 $ 15,162,573 Liabilities and equity Liabilities: Credit facility $ 373,600 $ 375,000 Unsecured notes and term loans payable, net 3,339,744 2,977,100 Non-recourse debt obligations of consolidated special purpose entities, net 3,198,957 2,831,007 Intangible lease liabilities, net 115,733 125,095 Operating lease liabilities 49,788 54,501 Accrued expenses, deferred revenue and other liabilities 311,708 215,101 Total liabilities 7,389,530 6,577,804 Equity: Members’ equity 8,321,559 8,571,554 Retained earnings (accumulated deficit) 97,772 (15,406) Accumulated other comprehensive (loss) income (8,755) 20,497 Total members’ equity 8,410,576 8,576,645 Noncontrolling interest 13,327 8,124 Total equity 8,423,903 8,584,769 Total liabilities and equity $ 15,813,433 $ 15,162,573 See accompanying notes.
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4 STORE Capital LLC Condensed Consolidated Statements of Operations (unaudited) (In thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Rental revenues $ 257,126 $ 247,388 $ 766,539 $ 742,825 Interest income on loans and financing receivables 46,583 33,652 136,469 82,435 Other income 1,915 6,377 8,331 16,831 Total revenues 305,624 287,417 911,339 842,091 Expenses: Interest 94,812 91,732 278,040 270,498 Property costs 7,605 6,490 14,294 17,385 General and administrative 17,841 17,288 52,358 50,597 Depreciation and amortization 147,481 146,193 443,699 439,300 Provisions for impairment 11,769 11,370 26,260 28,823 Total expenses 279,508 273,073 814,651 806,603 Other income: Net gain on dispositions of real estate 8,104 15,346 7,447 50,459 Income before income taxes 34,220 29,690 104,135 85,947 Income tax expense (benefit) 340 (2,657) (10,150) 1,593 Net income 33,880 32,347 114,285 84,354 Less: Net income attributable to noncontrolling interest 126 221 1,107 683 Net income attributable to controlling interest $ 33,754 $ 32,126 $ 113,178 $ 83,671 See accompanying notes.
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5 STORE Capital LLC Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) (In thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income $ 33,880 $ 32,347 $ 114,285 $ 84,354 Other comprehensive income (loss): Unrealized gains (losses) on cash flow hedges 2,324 (45,691) (17,850) 8,937 Cash flow hedge gains reclassified to interest expense (3,762) (8,816) (11,065) (26,262) Deferred gain (loss) on cash flow hedges 846 — (337) — Total other comprehensive loss (592) (54,507) (29,252) (17,325) Total comprehensive income (loss) 33,288 (22,160) 85,033 67,029 Comprehensive income attributable to noncontrolling interest 126 221 1,107 683 Comprehensive income (loss) attributable to controlling interest $ 33,162 $ (22,381) $ 83,926 $ 66,346 See accompanying notes.
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6 STORE Capital LLC Condensed Consolidated Statements of Members’ Equity (unaudited) (In thousands, except unit data) Accumulated Other Total Non - Members’ Units Members’ Equity Comprehensive Members’ controllin g Total Commo n Preferred Common Preferred Income (Loss) Equity Interest Equity Three Months Ended September 30, 2025 Balance at June 30, 2025 1,000 250 $ 8,239,327 $ 250 $ (8,163) $ 8,231,414 $ 8,775 $ 8,240,189 Members’ contributions — — 350,000 — — 350,000 — 350,000 Members’ distributions — — (204,000) — — (204,000) — (204,000) Net income — — 33,754 — — 33,754 126 33,880 Contributions from noncontrolling interest — — — — — — 4,731 4,731 Other comprehensive loss — — — — (592) (592) — (592) Distributions to noncontrolling interest — — — — — — (305) (305) Balance at September 30, 2025 1,000 250 $ 8,419,081 $ 250 $ (8,755) $ 8,410,576 $ 13,327 $ 8,423,903 Nine Months Ended September 30, 2025 Balance at December 31, 2024 1,000 125 $ 8,556,023 $ 125 $ 20,497 $ 8,576,645 $ 8,124 $ 8,584,769 Members’ contributions — — 350,000 — — 350,000 — 350,000 Members’ distributions — — (600,000) (15) — (600,015) — (600,015) Issuance of preferred shares, net of costs of $105 — 125 — 20 — 20 — 20 Net income — — 113,058 120 — 113,178 1,107 114,285 Contributions from noncontrolling interest — — — — — — 4,946 4,946 Other comprehensive loss — — — — (29,252) (29,252) — (29,252) Distributions to noncontrolling interest — — — — — — (850) (850) Balance at September 30, 2025 1,000 250 $ 8,419,081 $ 250 $ (8,755) $ 8,410,576 $ 13,327 $ 8,423,903 Accumulated Other Total Non - Members’ Units Members’ Equity Comprehensive Members’ controllin g Total Commo n Preferred Common Preferred Income (Loss) Equity Interest Equity Three Months Ended September 30, 2024 Balance at June 30, 2024 1,000 125 $ 8,565,383 $ 125 $ 36,366 $ 8,601,874 $ 8,148 $ 8,610,022 Members’ distributions — — (187,000) — — (187,000) — (187,000) Net income — — 32,126 — — 32,126 221 32,347 Other comprehensive loss — — — — (54,507) (54,507) — (54,507) Distributions to noncontrolling interest — — — — — — (231) (231) Balance at September 30, 2024 1,000 125 $ 8,410,509 $ 125 $ (18,141) $ 8,392,493 $ 8,138 $ 8,400,631 Nine Months Ended September 30, 2024 Balance at December 31, 2023 1,000 125 $ 8,591,845 $ 125 $ (816) $ 8,591,154 $ 8,044 $ 8,599,198 Members’ contributions — — 285,000 — — 285,000 — 285,000 Members’ distributions — — (550,000) (7) — (550,007) — (550,007) Net income — — 83,664 7 — 83,671 683 84,354 Other comprehensive loss — — — — (17,325) (17,325) — (17,325) Distributions to noncontrolling interest — — — — — — (589) (589) Balance at September 30, 2024 1,000 125 $ 8,410,509 $ 125 $ (18,141) $ 8,392,493 $ 8,138 $ 8,400,631 See accompanying notes.
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STORE Capital LLC Condensed Consolidated Statements of Cash Flows (unaudited) (In thousands) Nine Months Ended September 30, 2025 2024 Operating activities Net income $ 114,285 $ 84,354 Adjustments to net income: Depreciation and amortization 443,699 439,300 Amortization of debt discounts, deferred financing costs and other noncash interest expense 56,370 58,720 Provisions for impairment 26,260 28,823 Net gain on dispositions of real estate (7,447) (50,459) Noncash revenue and other (34,656) (21,374) Payments made in settlement of cash flow hedges (337) — Changes in operating assets and liabilities: Other assets (1,531) (525) Accrued expenses, deferred revenue and other liabilities (13,870) 2,729 Net cash provided by operating activities 582,773 541,568 Investing activities Acquisition of and additions to real estate (543,231) (473,538) Investment in loans and financing receivables (741,430) (371,875) Collections of principal on loans and financing receivables 6,247 1,597 Proceeds from dispositions of real estate 287,843 306,397 Net cash used in investing activities (990,571) (537,419) Financing activities Borrowings under credit facility 1,094,979 — Repayments under credit facility (1,096,379) — Borrowings under unsecured notes and term loans payable 351,173 135,000 Borrowings under non-recourse debt obligations of consolidated special purpose entities 624,795 449,936 Repayments under non-recourse debt obligations of consolidated special purpose entities (275,153) (213,489) Financing costs paid (30,736) (4,423) Members’ contributions 350,000 285,000 Members’ distributions (600,015) (550,007) Proceeds from issuance of preferred shares 125 — Preferred shares issuance costs paid (105) — Distributions to noncontrolling interest (850) (589) Contributions from noncontrolling interest 4,946 — Net cash provided by financing activities 422,780 101,428 Net change in cash, cash equivalents and restricted cash 14,982 105,577 Cash, cash equivalents and restricted cash, beginning of period 172,123 250,227 Cash, cash equivalents and restricted cash, end of period $ 187,105 $ 355,804 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 163,497 $ 327,051 Restricted cash included in other assets 23,608 28,753 Total cash, cash equivalents and restricted cash $ 187,105 $ 355,804 Supplemental disclosure of noncash investing and financing activities: Accrued tenant improvements included in real estate, loans and financing receivable investments $ 31,786 $ 20,232 Tenant funded improvements to real estate investments 1,981 13,167 Acquisition cash holdbacks included in real estate investments 59,701 — Supplemental disclosure of cash flow information: Cash paid during the period for interest, net of amounts capitalized $ 213,338 $ 212,245 Cash paid during the period for income and franchise taxes, net 3,203 7,411 See accompanying notes.
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STORE Capital LLC Notes to Condensed Consolidated Financial Statements September 30, 2025 1. Organization STORE Capital Corporation was incorporated under the laws of Maryland on May 17, 2011 and completed its initial public offering of its common stock on November 21, 2014. On February 3, 2023, STORE Capital Corporation was taken private in a transaction by entities affiliated with GIC, a global institutional investor, and funds managed by Blue Owl Capital, Inc. in which it merged into a merger subsidiary of Ivory Parent, LLC, a Delaware limited liability company, and Ivory SuNNNs LLC, a Delaware limited liability company (the “Merger”). As a result of the Merger, the separate existence of STORE Capital Corporation ceased, its common equity was no longer traded, and the surviving merger subsidiary changed its name to STORE Capital LLC. Following the Merger, STORE Capital LLC continues the business of its predecessor entity and acquires single tenant operational real estate to be leased on a long term, net basis to companies that operate across a wide variety of industries within the service, service-oriented retail and manufacturing sectors of the United States economy. From time to time, it also provides mortgage financing to its customers. References herein to “we,” “us,” “our,” the “Company,” or “STORE Capital” are references to STORE Capital Corporation prior to the Merger and STORE Capital LLC upon and following the Merger. STORE Capital Corporation elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with its initial taxable year ended December 31, 2011. STORE Capital LLC has made an election to qualify, and believes it is operating in a manner to continue to qualify, as a REIT for federal income tax purposes beginning with its initial taxable year ended December 31, 2022. As a REIT, the Company will generally not be subject to federal income taxes to the extent that it distributes all of its taxable income to its members and meets other specific requirements. 2. Summary of Significant Accounting Principles Basis of Accounting and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements and, accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These condensed consolidated statements include the accounts STORE Capital LLC, its wholly-owned subsidiaries, and special purpose entities and variable interest entities (“VIEs”) that it controls through its voting interest and other means. One of the Company’s wholly owned subsidiaries, STORE Capital Advisors, LLC, provides all the general and administrative services for the day ‑ to ‑ day operations of the consolidated group, including property acquisition and lease origination, real estate portfolio management and marketing, accounting and treasury services. The remaining subsidiaries were formed to acquire and hold real estate investments or to facilitate non ‑ recourse secured borrowing activities. Generally, the initial operations of the real estate subsidiaries are funded by an interest ‑ bearing intercompany loan from STORE Capital, and such intercompany loan is repaid when the subsidiary issues long ‑ term debt secured by its properties. All intercompany account balances and transactions have been eliminated in consolidation. Certain of the Company’s consolidated subsidiaries are special purpose entities or VIEs. Each special purpose entity or VIE is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entities or VIEs may only be used to settle the liabilities of such entity and are not available to pay or otherwise satisfy obligations to the creditors of any owner or affiliate of the applicable special purpose entity or VIE. At September 30, 2025 and December 31, 2024, the special purpose entities held assets totaling $13.5 billion and $13.2 billion, respectively, and had third-party liabilities totaling $3.5 billion and $3.1 billion, respectively. At September 30, 2025 and December 31, 2024, the VIEs held assets totaling $438.8 million and $275.7 million, respectively, and had third- party liabilities totaling $1.7 million and $1.4 million, respectively. These assets and liabilities are included in the accompanying condensed consolidated balance sheets. The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s
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activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. The designation of an entity as a VIE is reassessed upon certain events, including, but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control. A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, which activities most significantly impact the entity’s economic performance and the ability to direct those activities, the variable interest holder’s form of ownership interest, the variable interest holder’s representation on the VIE’s governing body, the size and seniority of the variable interest holder’s investment, the variable interest holder’s ability and the rights of other investors to participate in policy making decisions, the variable interest holder’s ability to manage its ownership interest relative to the other interest holders, and the variable interest holder’s ability to replace the VIE manager and/or liquidate the entity. For its investments in entities that are not considered to be VIEs, the Company evaluates the type of ownership rights held by each party with an interest in the entity to determine if the Company holds a controlling financial interest. The assessment of whether the Company holds a controlling financial interest is made at inception of the entity and continually reassessed. Consolidated VIE The Company holds a 95% ownership interest in and is the managing member of a joint venture entity formed in December 2023 that owns and leases real estate to lessees that are affiliates of the noncontrolling interest member. The Company has provided a $170.8 million loan to the joint venture as of September 30, 2025. The Company classifies the joint venture as a VIE, as the equity holders do not have the obligation to absorb all future losses of the joint venture due to a provision that protects the equity holders from certain losses if an event of default occurs under the leases. The Company consolidates the joint venture as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the joint venture primarily consist of leased properties (net lease real estate accounted for as financing arrangements) and cash; its obligations primarily consist of debt service payments to the Company, which are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. Reclassifications We reclassified $23.7 million of interest income receivables associated with certain financing arrangements previously included in other assets, net on the condensed consolidated balance sheet as of December 31, 2024 to loans and financing receivables, net to conform to the presentation in this Quarterly Report on Form 10-Q. This reclassification has no effect on total assets reported on the condensed consolidated balance sheet as of December 31, 2024. Segment Reporting The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, established standards for the manner in which enterprises report information about operating segments. The Company views its operations as one reportable segment. We are engaged in the business of acquiring, investing in and managing Single Tenant Operational Real Estate across the U.S. The Company’s operating results depend primarily upon generating rental revenue and interest income from leasing its properties. The Company’s Chief Executive Officer acts as the chief operating decision maker (“CODM”). Our CODM assesses entity-wide operating results and makes decisions on how to allocate resources based on consolidated net income, which is reported in the condensed consolidated statements of operations. Additionally, the measure of segment assets is reported in the condensed consolidated balance sheets as “Total assets.”
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10 Significant expense categories, including interest, property costs, general and administrative and depreciation and amortization, are included on the Company’s condensed consolidated statements of operations. Asset information is included on the condensed consolidated balance sheets and in Note 3. Investment Portfolio STORE Capital invests in real estate assets through three primary transaction types as summarized below. At the beginning of 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASC Topic 842”) which had an impact on certain accounting related to the Company’s investment portfolio. • Real Estate Investments – investments are generally made in one of two ways, either through sale-leaseback transactions in which the Company acquires the real estate from the owner-operators and then leases the real estate back to them, or through acquisitions from third-party sellers in connection with which a new lease is entered into with the tenant. Both approaches result in long-term leases which are classified as operating or finance leases and, in both cases, the operators become the Company’s long ‑ term tenants (its customers). If the terms of a lease contract specifically associated with a sale-leaseback transaction result in the lease being classified as a finance lease, or the lease contains certain terms, such as a purchase option, the transaction is required to be accounted for as a financing arrangement, due to the Company’s adoption of ASC Topic 842, rather than as an investment in real estate subject to an operating or finance lease. • Mortgage Loans Receivable – investments are made by issuing mortgage loans to the owner-operators of the real estate that serves as the collateral for the loans and the operators become long-term borrowers and customers of the Company. On occasion, the Company may also make other types of loans to its customers, such as equipment loans. • Hybrid Real Estate Investments – investments are made through modified sale-leaseback transactions, where the Company acquires land from the owner-operators, leases the land back through long-term leases and simultaneously issues mortgage loans to the operators secured by the buildings and improvements on the land. Hybrid real estate investment transactions are generally accounted for as operating leases of the land and mortgage loans on the buildings and improvements. Accounting for Real Estate Investments Classification and Cost STORE Capital records the acquisition of real estate properties at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. Intangible assets and liabilities acquired may include the value of existing in-place leases, above-market or below-market lease value of in-place leases and ground lease-related intangibles, as applicable. Management uses multiple sources to estimate fair value, including independent appraisals and information obtained about each property as a result of its pre ‑ acquisition due diligence and its marketing and leasing activities. Certain of the Company’s lease contracts allow its tenants the option, at their election, to purchase the leased property from the Company at a specified time or times (generally at the greater of the then-fair market value or the Company’s cost, as defined in the lease contracts). Subsequent to the adoption of ASC Topic 842, for real estate assets acquired through a sale- leaseback transaction and subject to a lease contract that, due to the terms of the contract, is classified as a finance lease, or where the contract contains a purchase option, the Company accounts for such an acquisition as a financing arrangement and records the investment in loans and financing receivables, net on the condensed consolidated balance sheets. For contracts accounted for as a financing arrangement due to the presence of a purchase option, should the purchase option later expire or be removed from the lease contract, the Company would derecognize the asset accounted for as a financing arrangement and recognize the transferred leased asset in real estate investments. In ‑ place lease intangibles are valued based on management’s estimates of lost rent and carrying costs during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases. In estimating lost rent and carrying costs, management considers market rents, real estate taxes, insurance, costs to execute similar leases (including leasing commissions) and other related costs. The value assigned to in ‑ place leases is amortized on a straight ‑ line basis as a component of depreciation and amortization expense typically over the remaining term of the related leases. The fair value of any above ‑ market or below ‑ market lease is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the in ‑ place lease and management’s estimate of current market lease rates for the property, measured over a period equal to the remaining term of the lease. Capitalized above ‑ market lease intangibles are amortized over the remaining term of the respective leases as a decrease to rental revenue. Below ‑ market lease intangibles are amortized as an increase in rental revenue over the remaining term of the respective leases plus the contractual renewal periods on those leases, if any. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in operations.
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The Company’s real estate portfolio is depreciated using the straight ‑ line method over the estimated remaining useful life of the properties, which generally ranges from 20 to 40 years for buildings and is generally 10 to 15 years for land improvements. Properties classified as held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Revenue Recognition STORE Capital leases real estate to its tenants under long ‑ term net leases that are predominantly classified as operating leases, but in certain circumstances are classified as financing arrangements or finance leases. The Company’s leases generally provide for rent escalations throughout the lease terms. For leases classified as operating leases that provide for specific contractual escalations, rental revenue is recognized on a straight ‑ line basis so as to produce a constant periodic rent over the term of the lease. When a lease classified as a financing arrangement provides the same specific contractual escalations, lease payments accounted for as interest income are recognized using the effective interest method. Accordingly, straight-line operating lease receivables and interest income receivables, calculated as the aggregate difference between the rental revenue recognized on a straight ‑ line basis or interest income recognized using the effective interest method, respectively, and scheduled rents or interest, represent unbilled rent receivables that the Company will receive only if the tenants make all rent or interest payments required through the expiration of the leases. These straight-line operating lease receivables and interest income receivables are included in other assets, net and loans and financing receivables, net, respectively, on the condensed consolidated balance sheets. The Company reviews its straight-line operating lease receivables and interest income receivables for collectibility on a contract by contract basis and any amounts not considered substantially collectible are written off against rental revenues or interest income, respectively. As of September 30, 2025 and December 31, 2024, the Company had $87.4 million and $63.1 million, respectively, of straight-line operating lease receivables and interest income receivables. Leases that have contingent rent escalators indexed to future increases in the Consumer Price Index (“CPI”) may adjust over a one-year period or over multiple ‑ year periods. Often, these escalators increase rent at (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, increases in rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have actually occurred. In addition to base rental revenue and interest income, certain leases, including leases classified as financing arrangements, also have contingent rentals that are based on a percentage of the tenant’s gross sales; the Company recognizes contingent rental revenue and interest income when the threshold upon which the contingent lease payment is based is achieved. Approximately 3.4% of the Company’s investment portfolio is subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales; historically, contingent rent recognized has been less than 1.0% of rental revenues and interest income. The Company reviews its revenue and interest receivables for collectibility on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that the collectibility of lease payments with respect to any tenant is not probable, a direct write ‑ off of the receivable is made and any future rental revenue or interest income is recognized only when the tenant makes a rental payment or when collectibility is again deemed probable. Direct costs incremental to successful lease origination, offset by any lease origination fees received, are deferred and amortized over the related lease term as an adjustment to rental revenue. The Company periodically commits to fund the construction of new properties for its customers; rental revenue collected during the construction period is deferred and amortized over the remaining lease term when the construction project is complete. Substantially all of the Company’s leases are triple net, which means that the lessees are directly responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance. For a few lease contracts, the Company collects property taxes from its customers and remits those taxes to governmental authorities. These property tax payments are presented on a gross basis as part of both rental revenues and property costs in the condensed consolidated statements of operations. Impairment STORE Capital reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations. Such events or changes in circumstances may include an expectation to sell certain assets in accordance with the Company’s long-term strategic plans. Management considers factors such as expected future undiscounted cash flows, capitalization and discount rates, terminal value, tenant improvements, market trends (such as the effects of leasing demand and competition) and other factors including bona fide purchase offers received from third parties in making this assessment. Depending on their nature, these factors are classified as Level 2 or Level 3 inputs within the fair value hierarchy, discussed in Fair Value Measurement below. If an asset is determined to be
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12 impaired, the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows is highly subjective and such estimates could differ materially from actual results. During the three and nine months ended September 30, 2025, the Company recognized an aggregate provision for the impairment of real estate of $9.8 million and $22.5 million, respectively. For the assets impaired in 2025, the estimated aggregate fair value of the impaired real estate assets at the time of impairment aggregated $56.9 million. The Company recognized an aggregate provision for the impairment of real estate of $8.7 million and $22.8 million during the three and nine months ended September 30, 2024, respectively. Accounting for Loans and Financing Receivables Loans Receivable – Classification, Cost and Revenue Recognition STORE Capital holds its loans receivable, which are primarily mortgage loans secured by real estate, for long ‑ term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any. The Company recognizes interest income on loans receivable using the effective ‑ interest method applied on a loan ‑ by ‑ loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective- interest method. A loan receivable is placed on nonaccrual status when the loan has become more than 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of September 30, 2025 and December 31, 2024, the Company had loans receivable with an aggregate outstanding principal balance of $26.9 million and $64.7 million, respectively, on nonaccrual status. Sale-Leaseback Transactions Accounted for as Financing Arrangements – Classification, Cost and Revenue Recognition Lease contracts accounted for as financing arrangements are initially recorded at an amount equal to the cost of the associated real estate, including acquisition and closing costs. Certain financing arrangements which include fixed rent escalations are subsequently accounted for using the effective interest method as discussed in Accounting for Real Estate Investments, Revenue Recognition above. The Company recognizes revenue from sale-leaseback transactions accounted for as financing arrangements as interest income on the condensed consolidated statement of operations. Sales-Type Receivables – Classification, Cost and Revenue Recognition Sales-type receivables are recorded at their net investment, determined as the present value of both the aggregate minimum lease payments and the estimated residual value of the leased property less unearned income. The unearned income is recognized over the life of the related contracts so as to produce a constant rate of return on the net investment in the assets. Rental payments received and the amortization of unearned income are recorded as interest income on the condensed consolidated statement of operations. Impairment and Provision for Credit Losses The Company accounts for provision of credit losses in accordance with ASU 2016-13, Financial Instruments — Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments (“ASC Topic 326”). In accordance with ASC Topic 326, the Company evaluates the collectibility of its loans and financing receivables at the time each financing receivable is issued and subsequently on a quarterly basis utilizing an expected credit loss model based on credit quality indicators. The primary credit quality indicator is the implied credit rating associated with each borrower, utilizing two categories, investment grade and non-investment grade. The Company computes implied credit ratings based on regularly received borrower financial statements using Moody’s Analytics RiskCalc. The Company considers the implied credit ratings, loan and financing receivable term to maturity and underlying collateral value and quality, if any, to calculate the expected credit loss over the remaining life of the receivable. Loans are written off against the allowance for credit loss when all or a portion of the principal amount is determined to be uncollectible. During the three and nine months ended September 30, 2025, the Company recognized an estimated $2.0 million and $3.8 million, respectively, of provisions for credit losses related to its loans and financing receivables; the provision for credit losses is included in provisions for impairment on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company recognized an estimated $2.7 million and $6.0 million, respectively, of provisions for credit losses. During the three months ended September 30, 2025, the Company did not write off any credit losses associated with loans and financing receivables. During the nine months ended September 30, 2025, the Company wrote off $2.6 million of loans receivable against previously established reserves for credit losses. For the three and nine months ended September 30, 2024, the Company did not write off any credit losses associated with loans and financing receivables.
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13 Accounting for Operating Ground Lease Assets As part of certain real estate investment transactions, the Company may enter into long-term operating ground leases as a lessee. The Company is required to recognize an operating ground lease (or right-of-use) asset and related operating lease liability for each of these operating ground leases. Operating ground lease assets and operating lease liabilities are recognized based on the present value of the lease payments. The Company uses its estimated incremental borrowing rate, which is the estimated rate at which the Company could borrow on a collateralized basis with similar payments over a similar term, in determining the present value of the lease payments. Many of these operating lease contracts include options for the Company to extend the lease; the option periods are included in the minimum lease term if it is reasonably likely the Company will exercise the option(s). Rental expense for the operating ground lease contracts is recognized in property costs on a straight-line basis over the lease term. Some of the contracts have contingent rent escalators indexed to future increases in the CPI and a few contracts have contingent rentals that are based on a percentage of the gross sales of the property; these payments are recognized in expense as incurred. The payment obligations under these contracts are typically the responsibility of the tenants operating on the properties, in accordance with the Company’s leases with the respective tenants. As a result, the Company also recognizes sublease rental revenue on a straight-line basis over the term of the Company’s sublease with the tenant; the sublease income is included in rental revenues. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money ‑ market funds of major financial institutions, consisting predominantly of U.S. Government obligations. Restricted Cash Restricted cash may include reserve account deposits held by lenders, including deposits required to be used for future investment in real estate assets, escrow deposits and cash proceeds from the sale of assets held by a qualified intermediary to facilitate tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code. The Company had $23.6 million and $9.9 million of restricted cash at September 30, 2025 and December 31, 2024, respectively, which are included in other assets, net, on the condensed consolidated balance sheets. Deferred Financing and Other Debt Costs Financing costs related to the issuance of the Company’s long-term debt are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the condensed consolidated balance sheets. Costs paid to a lender as part of a debt issuance are recorded as a debt discount and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the condensed consolidated balance sheets. Financing costs related to the Company’s credit facility are deferred and amortized to interest expense over the term of the credit facility and are included in other assets, net, on the condensed consolidated balance sheets. Derivative Instruments and Hedging Activities The Company may enter into derivative contracts as part of its overall financing strategy to manage the Company’s exposure to changes in interest rates associated with current and/or future debt issuances. The Company does not use derivatives for trading or speculative purposes. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial instruments only with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company records its derivatives on the balance sheet at fair value. All derivatives subject to a master netting arrangement in accordance with the associated master International Swap and Derivatives Association agreement have been presented on a net basis by counterparty portfolio for purposes of balance sheet presentation and related disclosures. See Note 7 for a summary of net derivative balances recorded on the condensed consolidated balance sheets and gross asset and liability balances as if the Company had not elected to offset the asset and liability balances of the derivative instruments with each of its counterparties. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives
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14 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 earnings effect of the hedged forecasted transactions in a cash flow hedge. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income. Amounts reported in accumulated other comprehensive income related to cash flow hedges are reclassified to operations as an adjustment to interest expense as interest payments are made on the hedged debt transaction. As of September 30, 2025 and December 31, 2024, respectively, the Company had 21 interest rate swap agreements in place. Ten of the interest rate swap agreements have an aggregate notional value of $1.0 billion, with two maturing in February 2027, one maturing in April 2027, six maturing in May 2027 and one maturing in May 2029, and as of September 30, 2025 are designated cash flow hedges of the Company’s $1.0 billion variable-rate bank unsecured term loan which matures in September 2030 (Note 4). Six of the interest rate swap agreements with an aggregate notional value of $650.0 million, three with maturities of February 2027, one with a maturity of May 2027 and two with a maturity of July 2028, are, as of September 30, 2025, designated cash flow hedges of the Company’s $650.0 million floating-rate bank unsecured term loan which matures in September 2028 (Note 4). Five interest rate swap agreements with an aggregate notional value of $373.6 million, with two maturing in May 2027 and three maturing in July 2028, are, as of September 30, 2025, designated cash flow hedges of the Company’s variable-rate unsecured revolving credit facility which matures in September 2029 (Note 4). Fair Value Measurement The Company estimates the fair value of financial and non-financial assets and liabilities based on the framework established in fair value accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: • Level 1—Quoted market prices in active markets for identical assets and liabilities that the Company has the ability to access. • Level 2—Significant inputs that are observable, either directly or indirectly. These types of inputs would include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets in inactive markets and market ‑ corroborated inputs. • Level 3—Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company’s own assumptions. Income Taxes As a REIT, the Company is generally not subject to federal income tax but is subject to certain state and local income taxes as well as federal income and excise tax on its undistributed income. STORE Investment Corporation, the Company’s wholly owned taxable REIT subsidiary (“TRS”) created to engage in non-qualifying REIT activities, is subject to federal, state and local income taxes, but these annual taxes have historically been and are currently estimated to be negligible and have not been nor will be impacted by the Merger transaction, the income tax implications of which (to the Company) are referenced hereinafter. Following the Merger, the Company’s new ownership structure and status as a privately held REIT caused multiple state income tax jurisdictions to view the Company as a captive REIT, resulting in state income tax liabilities to which the Company was not previously subject when it was publicly traded. During the nine months ended September 30, 2025, the Company’s status as a captive REIT in most states ceased, which significantly reduced the state income tax liabilities that were triggered by the Merger. As such, the Company expects its state effective income tax rate, with respect to most captive REIT jurisdictions, to be zero for the foreseeable future. After applying the projected future effective income tax rate of approximately zero to the Company’s temporary differences, the $11.7 million balance in its net deferred tax liability recorded at December 31, 2024 was reversed in full during the nine months ended September 30, 2025, resulting in the recognition of a net tax benefit. During the three and nine months ended September 30, 2025, the Company recorded an income tax expense of $0.3 million and a benefit of $10.2 million, respectively, and an income tax benefit of $2.7 million and an expense of $1.6 million during the three and nine months ended September 30, 2024, respectively.
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15 Certain state tax returns filed for 2021 and federal and state tax returns filed for 2022 through 2024 are subject to examination by the respective taxing authorities in these jurisdictions. As of September 30, 2025, management concluded that there is no tax liability relating to uncertain income tax positions. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as general and administrative expense. There was no accrual for interest or penalties at September 30, 2025 or December 31, 2024. Related Party Transactions The Company has a service contract with PCSD Ivory Private Limited, an entity affiliated with GIC, one of the Company’s members, under which it has agreed to perform certain loan servicing and other administrative services on behalf of PCSD Ivory Private Limited in exchange for a servicing fee. During the three and nine months ended September 30, 2025, the Company recognized $0.1 million and $0.5 million of fee income, respectively, which is recorded in other income on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company recognized $0.2 million and $0.6 million, respectively, of fee income. In accordance with the terms of the service contract and related arrangements, during the nine months ended September 30, 2025, the Company agreed to dispose of certain real estate assets held on behalf of PCSD Ivory Private Limited and recorded a related party liability equal to the fair value of the real estate assets. Such related party liability balance was $27.4 million as of September 30, 2025. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or the SEC. The Company adopts the new pronouncements as of the specified effective date. When permitted, the Company may elect to early adopt the new pronouncements. Unless otherwise discussed, these new accounting pronouncements include technical corrections to existing guidance or introduce new guidance related to specialized industries or entities and, therefore, will have minimal, if any, impact on the Company’s financial position, results of operations or cash flows upon adoption. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact the adoption of ASU 2023-09 will have on the consolidated financial statements or notes to the consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income statement (Subtopic 220-40) Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”), effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the potential impact the adoption of ASU 2024-03 will have on its future disclosures. 3. Investments At September 30, 2025, STORE Capital had investments in 3,564 property locations representing 3,395 owned properties (of which 227 are accounted for as financing arrangements and 101 are accounted for as sales-type leases), 22 properties where all the related land is subject to an operating ground lease and 147 properties which secure mortgage loans. The gross investment portfolio totaled $16.9 billion at September 30, 2025 and consisted of the gross acquisition cost of the real estate investments totaling $14.1 billion including an offset by intangible lease liabilities totaling $137.8 million, loans and financing receivables with an aggregate carrying amount of $2.7 billion and operating ground lease assets totaling $53.9 million. As of September 30, 2025, approximately 33% of these investments are assets of consolidated special purpose entity subsidiaries that are pledged as collateral under the non ‑ recourse obligations of such special purpose entities (Note 4).
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16 The gross dollar amount of the Company’s investments includes the investment in land, buildings, improvements and lease intangibles related to real estate investments as well as the carrying amount of the loans and financing receivables and operating ground lease assets. During the nine months ended September 30, 2025, the Company had the following gross real estate and other investment activity (dollars in thousands): Number of Dollar Investment Amount of Locations Investments Gross investments, December 31, 2024 (h) 3,312 $ 15,816,145 Acquisition of and additions to real estate (a)(d)(f)(g) 144 633,120 Investment in loans and financing receivables (a)(g) 179 743,308 Sales of real estate and financing receivables (71) (301,158) Principal collections on loans and financing receivables — (6,247) Net change in operating ground lease assets (b) (3,348) Provisions for impairment (26,260) Other (1,473) Gross investments, September 30, 2025 (c)(e)(h) 16,854,087 Less accumulated depreciation and amortization (c)(e) (1,469,358) Net investments, September 30, 2025 3,564 $ 15,384,729 (a) Excludes $23.4 million of total tenant improvement advances disbursed in 2025 which were accrued as of December 31, 2024. (b) Represents amortization recognized on operating ground lease assets and the disposal of operating ground lease assets net of amortization during the nine months ended September 30, 2025. (c) Includes the below-market lease liabilities ($137.8 million) and the accumulated amortization ($22.0 million) of the liabilities recorded on the condensed consolidated balance sheets as intangible lease liabilities as of September 30, 2025. (d) Includes $2.0 million of tenant funded improvements during 2025. (e) Includes the dollar amount of investments ($33.5 million) and the accumulated depreciation ($5.6 million) related to real estate investments held for sale at September 30, 2025. (f) Includes non-cash acquisition of $18.4 million of real estate improvements. (g) Includes $63.0 million of total non-cash real estate and financing receivables acquired in connection with holdback arrangements. (h) Includes $22.5 million and $23.7 million of interest income receivables associated with certain financing arrangements as of September 30, 2025 and December 31, 2024, respectively. The following table summarizes the revenues the Company recognized from its investment portfolio (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Rental revenues: Operating leases (a) $ 255,171 $ 245,228 $ 760,453 $ 736,537 Sublease income - operating ground leases (b) 705 780 2,268 2,186 Amortization of lease related intangibles and costs 1,250 1,380 3,818 4,102 Total rental revenues $ 257,126 $ 247,388 $ 766,539 $ 742,825 Interest income on loans and financing receivables: Mortgage and other loans receivable $ 7,237 $ 3,310 $ 16,746 $ 7,190 Sale-leaseback transactions accounted for as financing arrangements 25,116 21,403 80,670 57,116 Sales-type and financing receivables 14,230 8,939 39,053 18,129 Total interest income on loans and financing receivables $ 46,583 $ 33,652 $ 136,469 $ 82,435 (a) For the three months ended September 30, 2025 and 2024, includes $1.0 million and $1.1 million, respectively, of property tax tenant reimbursement revenue and includes $227,000 and $385,000, respectively, of variable lease revenue. For the nine months ended September 30, 2025 and 2024, includes $3.2 million and $3.3 million, respectively, of property tax tenant reimbursement revenue and includes $1.0 million and $921,000, respectively, of variable lease revenue. (b) Represents total revenue recognized for the sublease of properties subject to operating ground leases to the related tenants; includes both payments made by the tenants to the ground lessors and straight-line revenue recognized for scheduled increases in the sublease rental payments. The Company has elected to account for the lease and nonlease components in its lease contracts as a single component if the timing and pattern of transfer for the separate components are the same and, if accounted for separately, the lease component would classify as an operating lease.
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17 Significant Credit and Revenue Concentration STORE Capital’s real estate investments are leased or financed to 672 customers who operate their businesses across 145 industries geographically dispersed throughout 49 states. The primary sectors of the U.S. economy and their proportionate dollar amount of STORE Capital’s investment portfolio at September 30, 2025 are service at 61%, service-oriented retail at 12% and manufacturing at 27%. Only one state, Texas (11%), accounted for 10% or more of the total dollar amount of STORE Capital’s investment portfolio at September 30, 2025. None of the Company’s customers represented more than 10% of the Company’s investment portfolio at September 30, 2025, with the largest customer representing 2.2% of the total investment portfolio. On an annualized basis, as of September 30, 2025, the largest customer represented approximately 2.2% of the Company’s total investment portfolio revenues. Real Estate Investments The weighted average remaining noncancelable lease term of the Company’s operating leases with its tenants at September 30, 2025 was approximately 14.5 years. Substantially all the leases are triple net, which means that the lessees are responsible for the payment of all property operating expenses, including property taxes, maintenance and insurance; therefore, the Company is generally not responsible for repairs or other capital expenditures related to the properties while the triple-net leases are in effect. At September 30, 2025, 23 of the Company’s properties were vacant and not subject to a lease. Scheduled future minimum rentals to be received under the remaining noncancelable term of the operating leases in place as of September 30, 2025, are as follows (in thousands): Remainder of 2025 $ 250,961 2026 1,014,981 2027 1,005,754 2028 992,855 2029 971,951 2030 950,518 Thereafter 8,569,390 Total future minimum rentals (a) $ 13,756,410 (a) Excludes future minimum rentals to be received under lease contracts associated with sale-leaseback transactions accounted for as financing arrangements and sales-type financing receivables. See Loans and Financing Receivables section below. Substantially all the Company’s leases include one or more renewal options (generally two to four five-year options). Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum lease payments presented above do not include any contingent rental payments such as lease escalations based on future changes in CPI. Intangible Lease Assets The following details intangible lease assets and related accumulated amortization (in thousands): September 30,2025 December 31,2024 In-place leases (a) $ 533,536 $ 551,442 Above-market leases 35,790 37,193 Total intangible lease assets 569,326 588,635 Accumulated amortization (a) (132,468) (99,007) Net intangible lease assets $ 436,858 $ 489,628 (a) Includes the dollar amount of in-place lease intangibles ($39,000) and the related accumulated amortization ($39,000) associated with the real estate investments held for sale at September 30, 2025. Aggregate lease intangible asset amortization included in depreciation and amortization expense was $13.3 million and $13.2 million during the three months ended September 30, 2025 and 2024, respectively, and $41.6 million and $39.5 million for the nine months ended September 30, 2025 and 2024, respectively. The amount amortized as a decrease to rental revenue for capitalized above ‑ market lease intangibles was $0.7 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively, and $2.6 million and $2.1 million for the nine months ended September 30, 2025 and 2024, respectively.
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18 Based on the balance of the intangible lease assets at September 30, 2025, the aggregate amortization expense is expected to be $11.7 million for the remainder of 2025, $45.3 million in 2026, $43.6 million in 2027, $41.5 million in 2028, $39.0 million in 2029, $36.1 million in 2030 and $191.1 million thereafter. The amount expected to be amortized as a decrease to rental revenue is expected to be $0.7 million for the remainder of 2025, $2.7 million in 2026, $2.6 million in 2027, $2.5 million in 2028, $2.4 million in 2029, $2.4 million in 2030 and $15.3 million thereafter. The weighted average remaining amortization period is approximately 11.1 years for the in ‑ place lease intangibles and approximately 12.9 years for the above-market lease intangibles. Intangible Lease Liabilities The following details intangible lease liabilities and related accumulated amortization (in thousands): September 30,2025 December 31,2024 Below-market leases $ 137,806 $ 141,262 Accumulated amortization (21,985) (16,167) Net intangible lease liabilities (a) $ 115,821 $ 125,095 (a) Includes the dollar amount of below-market lease intangibles ($120,000) and the related accumulated amortization ($32,000) associated with the real estate investments held for sale at September 30, 2025. Lease intangible liabilities are amortized as an increase to rental revenues. For the three months ended September 30, 2025 and 2024, amortization was $2.2 million and $2.3 million, respectively, and for the nine months ended September 30, 2025 and 2024, was $7.1 million and $6.7 million, respectively. Based on the balance of the intangible liabilities at September 30, 2025, the amortization included in rental revenue is expected to be $2.1 million for the remainder of 2025, $8.2 million in 2026, $8.0 million in 2027, $7.8 million in 2028, $7.6 million in 2029, $7.0 million in 2030 and $75.1 million thereafter. The weighted average remaining amortization period, including extension periods, is approximately 22.3 years. Operating Ground Lease Assets As of September 30, 2025, STORE Capital had operating ground lease assets aggregating $53.9 million. Typically, the lease payment obligations for these leases are the responsibility of the tenants operating on the properties, in accordance with the Company’s leases with those respective tenants. The Company recognized total lease cost for these operating ground lease assets of $945,000 and $1.0 million during the three months ended September 30, 2025 and 2024, respectively, and $2.9 million and $2.8 million for the nine months ended September 30, 2025 and 2024, respectively. The Company also recognized, in rental revenues, sublease revenue associated with its operating ground leases of $705,000 and $780,000 during the three months ended September 30, 2025 and 2024, respectively, and $2.3 million and $2.2 million during the nine months ended September 30, 2025 and 2024, respectively. The future minimum lease payments to be paid under the operating ground leases as of September 30, 2025 were as follows (in thousands): Ground Leases Ground Leases Paid by Paid by STORE Capital's STORE Capital Tenants (a) Total Remainder of 2025 $ 14 $ 693 $ 707 2026 57 2,562 2,619 2027 57 2,562 2,619 2028 57 2,592 2,649 2029 58 2,680 2,738 2030 60 2,700 2,760 Thereafter 3,198 103,317 106,515 Total lease payments 3,501 117,106 120,607 Less imputed interest (2,883) (70,059) (72,942) Total operating lease liabilities - ground leases $ 618 $ 47,047 $ 47,665
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19 (a) STORE Capital’s tenants, who are generally sub-tenants under the ground leases, are responsible for paying the rent under these ground leases. In the event the tenant fails to make the required ground lease payments, the Company would be primarily responsible for the payment, assuming the Company does not re-tenant the property or sell the leasehold interest. Of the total $117.1 million commitment, $85.7 million is due for periods beyond the current term of the Company’s leases with the tenants. Amounts exclude contingent rent due under one lease where the ground lease payment, or a portion thereof, is based on the level of the tenant’s sales. Loans and Financing Receivables The Company’s loans and financing receivables are summarized below (dollars in thousands): Type InterestRate (a) MaturityDate September 30,2025 December 31,2024 Seventeen mortgage loans receivable (b) 8.86% 2025 - 2066 $ 524,629 $ 231,536 Equipment and other loans receivable 10.00% 2025 - 2038 24,731 27,828 Total principal amount outstanding—loans receivable 549,360 259,364 Unamortized loan origination costs 2,015 686 Unamortized loan premium 527 642 Sale-leaseback transactions accounted for as financing arrangements (c)(d) 8.69% 2034 - 2122 1,472,253 1,163,118 Sales-type financing receivables 8.95% 2044 - 2055 675,750 556,879 Allowance for credit and loan losses (e) (17,220) (15,979) Total loans and financing receivables $ 2,682,685 $ 1,964,710 (a) Represents the weighted average interest rate as of the balance sheet date. (b) Seven of these mortgage loans allow for prepayment with a penalty ranging from 20% to 70% depending on the timing of the prepayment. Two of these mortgages may be prepaid in whole or in part, the remaining five allow for prepayment only in full. (c) In accordance with ASC Topic 842, represents sale-leaseback transactions accounted for as financing arrangements rather than as investments in real estate subject to operating leases. Interest rate shown is the weighted average initial rental or capitalization rate on the leases; the leases mature between 2034 and 2122 and the purchase options expire between 2026 and 2073. (d) Includes $22.5 million and $23.7 million of interest income receivables associated with certain financing arrangements as of September 30, 2025 and December 31, 2024, respectively. (e) Balance shown is net of $2.6 million of loans that were written-off against previously established reserves. Loans Receivable At September 30, 2025, the Company held 31 loans receivable with an aggregate carrying amount of $549.5 million. Seventeen of the loans are mortgage loans secured by land and/or buildings and improvements on the mortgaged property; the interest rates on 12 of the mortgage loans are subject to increases over the term of the loans. The mortgage loans receivable generally require the borrowers to make monthly principal and interest payments based on a 15 to 40 year amortization period with a balloon payment, if any, at maturity or earlier upon the occurrence of certain other events. The equipment and other loans generally require the borrower to make monthly principal and interest payments with a balloon payment, if any, at maturity. The long-term mortgage loans receivable generally allow for prepayments without penalty or with penalties ranging from 1% to 15%, depending on the timing of the prepayment, except as noted in the table above. Equipment and other loans receivable allow for prepayments in whole or in part without penalty. Absent prepayments, scheduled maturities are expected to be as follows (in thousands): Scheduled Principal Balloon Total Payments Payments Payments Remainder of 2025 $ 1,715 $ 9,723 $ 11,438 2026 8,500 10,535 19,035 2027 9,214 — 9,214 2028 9,500 1,872 11,372 2029 9,760 1,500 11,260 2030 7,561 191,813 199,374 Thereafter 76,808 210,859 287,667 Total principal payments $ 123,058 $ 426,302 $ 549,360
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Sale-Leaseback Transactions Accounted for as Financing Arrangements As of September 30, 2025 and December 31, 2024, the Company had $1.5 billion and $1.2 billion, respectively, of investments acquired through sale-leaseback transactions accounted for as financing arrangements rather than as investments in real estate subject to an operating lease; revenue from these arrangements is recognized in interest income rather than as rental revenue. The scheduled future minimum rentals to be received under these agreements (which will be reflected in interest income) as of September 30, 2025, were as follows (in thousands): Remainder of 2025 $ 30,907 2026 126,329 2027 128,407 2028 130,520 2029 132,751 2030 135,045 Thereafter 3,882,609 Total future scheduled payments $ 4,566,568 Sales-Type Financing Receivables As of September 30, 2025 and December 31, 2024, the Company had $675.8 million and $556.9 million, respectively, of investments accounted for as sales-type leases; the components of these investments were as follows (in thousands): September 30,2025 December 31,2024 Minimum lease payments receivable $ 1,950,889 $ 1,580,222 Estimated residual value of leased assets 10,183 9,229 Unearned income (1,285,322) (1,032,572) Net investment $ 675,750 $ 556,879 As of September 30, 2025, the future minimum lease payments to be received under the sales-type lease receivables are expected to be $13.6 million for the remainder of 2025, $55.0 million in 2026, $56.2 million in 2027, $57.6 million in 2028, $59.0 million in 2029, $60.4 million in 2030 and $1.6 billion thereafter. Provision for Credit Losses In accordance with ASC Topic 326, the Company evaluates the collectibility of its loans and financing receivables at the time each loan or financing receivable is issued and subsequently on a quarterly basis utilizing an expected credit loss model based on credit quality indicators. The Company groups individual loans and financing receivables based on the implied credit rating associated with each borrower. Based on credit quality indicators as of September 30, 2025, $385.2 million of loans and financing receivables were categorized as investment grade and $2.3 billion were categorized as non-investment grade. During the three and nine months ended September 30, 2025, there were $2.0 million and $3.8 million, respectively of provisions for credit losses recognized. During the nine months ended September 30, 2025, there were $2.6 million of write-offs charged against the allowance and no recoveries of amounts previously written off. As of September 30, 2025, the year of origination for loans and financing receivables with a credit quality indicator of investment grade was $74.9 million in 2025, $142.1 million in 2024, $85.2 million in 2023, none in 2022, $31.1 million in 2021 and $51.9 million prior to 2021. The year of origination for loans and financing receivables with a credit quality indicator of non-investment grade was $658.8 million in 2025, $768.3 million in 2024, $540.9 million in 2023, $85.7 million in 2022, $39.9 million in 2021 and $218.6 million prior to 2021. 4. Debt Credit Facility The Company has a credit agreement, which was amended and restated in September 2025 (the “Unsecured Credit Agreement”), with a group of lenders which provides for an unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”) and senior unsecured, variable-rate term loans which are discussed in more detail in the section titled “Unsecured Notes and Term Loans Payable, net” below. The Unsecured Revolving Credit Facility has an increased borrowing capacity of $1.25 billion from
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21 the previous capacity of $753.9 million, matures in September 2029 and includes two six-month extension options, subject to certain conditions and the payment of a 0.075% extension fee. At September 30, 2025, the Company had $373.6 million of borrowings outstanding on the facility. Borrowings under the Unsecured Revolving Credit Facility require monthly payments of interest at a rate selected by the Company of either (1) Daily Simple SOFR plus a spread ranging from 1.00% to 1.45%, or (2) the Base Rate, as defined in the Unsecured Credit Agreement, plus a spread ranging from 0.00% to 0.45%. The spread used is based on the Company’s consolidated total leverage ratio as defined in the Unsecured Credit Agreement. The Company is required to pay a facility fee on the total commitment amount ranging from 0.15% to 0.30% based on the Company’s consolidated total leverage ratio. The Company has a one-time, irrevocable election available under the Unsecured Credit Agreement to convert its borrowings to a credit-based rating grid. As of September 30, 2025, the applicable spread for SOFR-based borrowings is 1.10% and the facility fee is 0.20%. As of September 30, 2025, the Company has five interest rate swap agreements with an aggregate notional value of $373.6 million that effectively convert the outstanding borrowings on the Unsecured Revolving Credit Facility to an all-in fixed rate of 4.9860%. Under the terms of the Unsecured Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. Certain of these ratios are based on the Company’s pool of unencumbered assets, which aggregated approximately $11.2 billion at September 30, 2025. The facility is recourse to the Company and, as of September 30, 2025, the Company was in compliance with the covenants under the facility. The Unsecured Credit Agreement also includes capacity for uncommitted incremental term loans and revolving commitments, whether in the form of additional facilities or an increase to the existing facilities, up to an aggregate amount for all revolving commitments and term loans under the Unsecured Credit Agreement of $3.9 billion as amended in September 2025. At September 30, 2025 and December 31, 2024, unamortized financing costs related to the Company’s credit facility totaled $12.5 million and $4.1 million, respectively, and are included in other assets, net, on the condensed consolidated balance sheets. Unsecured Notes and Term Loans Payable, net The Company has completed four public offerings of ten-year unsecured notes (“Public Notes”). In March 2018, February 2019 and November 2020, the Company completed public offerings of $350.0 million each in aggregate principal amount. In November 2021, the Company completed a public offering of $375.0 million in aggregate principal amount. The Public Notes have coupon rates of 4.50%, 4.625%, 2.75% and 2.70%, respectively, and interest is payable semi-annually in arrears in March and September of each year for the 2018 and 2019 Public Notes, May and November of each year for the 2020 Public Notes, and June and December of each year for the 2021 Public Notes. In March 2025, the Company completed a private offering of $350.0 million in aggregate principal amount of five-year senior unsecured notes (the “2025 Notes”). The 2025 Notes have a coupon rate of 5.40% and interest is payable semi-annually in arrears in April and October of each year, commencing on October 30, 2025. In connection with this offering, the Company entered into an agreement pursuant to which the Company is obligated to file a registration statement with the SEC to offer to exchange the 2025 Notes for a new issue of notes registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company is required to complete such exchange offer within one year of issuance. The supplemental indentures governing the Public Notes and 2025 Notes contain various restrictive covenants, including limitations on the Company’s ability to incur additional secured and unsecured indebtedness. As of September 30, 2025, the Company was in compliance with these covenants. The Public Notes and 2025 Notes can be redeemed, in whole or in part, at par within three months of their maturity date or at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus accrued and unpaid interest and (ii) the make-whole premium, as defined in the supplemental indentures governing these notes. The Company has entered into Note Purchase Agreements (“NPAs”) with institutional purchasers that provided for the private placement of three series of senior unsecured notes initially aggregating $375.0 million (the “Notes”). At September 30, 2025, the Company had $82.0 million of Notes outstanding. Interest on the Notes is payable semi-annually in arrears in May and November of each year. On each interest payment date, the interest rate on each series of Notes may be increased by 1.0% should the Company’s Applicable Credit Rating (as defined in the NPAs) fail to be an investment-grade credit rating; the increased interest rate would remain in effect until the next interest payment date on which the Company obtains an investment grade credit rating. The Company may prepay at any time all, or any part, of any series of Notes, in an amount not less than 5% of the aggregate principal amount of the series then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the NPAs). The Notes are senior unsecured obligations of the Company.
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22 The NPAs contain a number of financial covenants that are similar to the covenants contained in the Company’s Unsecured Credit Agreement as summarized above. Subject to the terms of the NPAs and the Notes, upon certain events of default, including, but not limited to, (i) a payment default under the Notes, and (ii) a default in the payment of certain other indebtedness by the Company or its subsidiaries, all amounts outstanding under the Notes will become due and payable at the option of the purchasers. As of September 30, 2025, the Company was in compliance with its covenants under the NPAs. The Company’s Unsecured Credit Agreement, provides for the Company’s Unsecured Revolving Credit Facility, as discussed above, and two senior unsecured, variable-rate term loans which were amended and restated in September 2025 (collectively the “Unsecured Term Loans”). As of September 30, 2025, the Tranche A-1 Term Loan (“Tranche A-1 Term Loan”) had a balance of $1.0 billion and matures in September 2030. The Tranche A-2 Term Loan (“Tranche A-2 Term Loan”) had a balance of $650.0 million and matures in September 2028 and includes two six-month extension options, subject to certain conditions and the payment of a 0.075% extension fee. The interest rate on each of the Unsecured Term Loans resets at Daily Simple SOFR plus a credit rating-based spread ranging from 0.75% to 1.60%. At September 30, 2025, the spread applicable to the Company was 1.20%. As of September 30, 2025, the Company had ten interest rate swap agreements, with an aggregate notional value of $1.0 billion, which effectively convert the Tranche A-1 Term Loan borrowings to an all-in fixed rate of 4.2763% and six interest rate swap agreements, with an aggregate notional value of $650.0 million, which effectively convert the Tranche A-2 Term Loan borrowings to an all-in fixed rate of 5.1378%. As noted above, under the terms of the Unsecured Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. As of September 30, 2025, the Company was in compliance with these covenants. The Unsecured Term Loans are senior unsecured obligations of the Company, require monthly interest payments and may be prepaid without premium or penalty at any time. The Company’s senior unsecured notes and term loans payable are summarized below (dollars in thousands): Outstanding Balance MaturityDate InterestRate September 30,2025 December 31,2024 Notes Payable: Series C issued April 2016 Apr. 2026 4.73% $ 82,000 $ 82,000 Public Notes issued March 2018 Mar. 2028 4.50% 350,000 350,000 Public Notes issued February 2019 Mar. 2029 4.625% 350,000 350,000 Public Notes issued November 2020 Nov. 2030 2.75% 350,000 350,000 Notes issued March 2025 Apr. 2030 5.40% 350,000 — Public Notes issued November 2021 Dec. 2031 2.70% 375,000 375,000 Total notes payable 1,857,000 1,507,000 Term Loans: Tranche A-2 Term Loan Sep. 2028 5.1378% (a) 650,000 727,500 Tranche A-1 Term Loan Sep. 2030 4.2763% (b) 1,000,000 921,100 Total term loans 1,650,000 1,648,600 Unamortized discount (145,921) (169,356) Unamortized deferred financing costs (21,335) (9,144) Total unsecured notes and term loans payable, net $ 3,339,744 $ 2,977,100 (a) Loan is a floating-rate loan which resets daily at Daily Simple SOFR plus the applicable spread, which was 1.20% at September 30, 2025. The Company has six interest rate swap agreements that effectively convert the floating rate to the weighted-average fixed rate noted as of September 30, 2025.(b) Loan is a floating-rate loan which resets daily at Daily Simple SOFR plus the applicable spread, which was 1.20% at September 30, 2025. The Company has ten interest rate swap agreements that effectively convert the floating rate to the weighted-average fixed rate noted as of September 30, 2025. Non ‑ recourse Debt Obligations of Consolidated Special Purpose Entities, net During 2012, the Company implemented its STORE Master Funding debt program pursuant to which certain of its consolidated special purpose entities issue multiple series of non ‑ recourse net ‑ lease mortgage notes from time to time that are collateralized by the assets and related leases (collateral) owned by these entities. One of the principal features of the program is that, as additional series of
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23 notes are issued, new collateral is contributed to the collateral pool, thereby increasing the size and diversity of the collateral pool for the benefit of all noteholders, including those who invested in prior series. Another feature of the program is the ability to substitute collateral from time to time subject to meeting certain prescribed conditions and criteria. The notes issued under this program are generally segregated into Class A amortizing notes and Class B non ‑ amortizing notes. The Company has retained the Class B notes which aggregate $230.0 million at September 30, 2025. The Class A notes require monthly principal and interest payments with a balloon payment due at maturity and these notes may be prepaid at any time, subject to a yield maintenance prepayment premium if prepaid more than 24 or 36 months prior to maturity. As of September 30, 2025, the aggregate collateral pool securing the net ‑ lease mortgage notes was comprised primarily of single-tenant commercial real estate properties with an aggregate investment amount of approximately $5.4 billion. Certain of the consolidated special purpose entity subsidiaries of the Company have financed their real estate properties with traditional first mortgage debt. The notes generally require monthly principal and interest payments with balloon payments due at maturity. In general, these mortgage notes payable can be prepaid in whole or in part upon payment of a yield maintenance premium. The mortgage notes payable are collateralized by real estate properties owned by these consolidated special purpose entity subsidiaries with an aggregate investment amount of approximately $233.5 million at September 30, 2025. The mortgage notes payable, which are obligations of the consolidated special purpose entities described in Note 2, contain various covenants customarily found in mortgage notes, including a limitation on the issuing entity’s ability to incur additional indebtedness on the underlying real estate. Although this mortgage debt generally is non ‑ recourse, there are customary limited exceptions to recourse for matters such as fraud, misrepresentation, gross negligence or willful misconduct, misapplication of payments, bankruptcy and environmental liabilities. Certain of the mortgage notes payable also require the posting of cash reserves with the lender or trustee if specified coverage ratios are not maintained by the Company or one of its tenants.
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24 The Company’s non-recourse debt obligations of consolidated special purpose entity subsidiaries are summarized below (dollars in thousands): Outstanding Balance MaturityDate InterestRate September 30,2025 December 31,2024 Non-recourse net-lease mortgage notes: $270,000 Series 2015-1, Class A-2 (e) 4.17% $ — $ 256,951 $200,000 Series 2016-1, Class A-1 (2016) Oct. 2026 (a) 3.96% 163,024 166,666 $82,000 Series 2019-1, Class A-1 Nov. 2026 (a) 2.82% 77,053 77,360 $46,000 Series 2019-1, Class A-3 Nov. 2026 (a) 3.32% 44,658 44,831 $135,000 Series 2016-1, Class A-2 (2017) Apr. 2027 (a) 4.32% 111,689 114,098 $228,000 Series 2018-1, Class A-2 Oct. 2027 (b) 4.29% 207,368 209,079 $164,000 Series 2018-1, Class A-4 Oct. 2027 (b) 4.74% 154,297 155,527 $346,000 Series 2023-1, Class A-1 May 2028 (a) 6.19% 341,963 343,261 $182,000 Series 2023-1, Class A-2 May 2028 (a) 6.92% 179,877 180,559 $168,500 Series 2021-1, Class A-1 Jun. 2028 (a) 2.12% 164,919 165,551 $89,000 Series 2021-1, Class A-3 Jun. 2028 (a) 2.86% 87,109 87,442 $74,400 Series 2024-1, Class A-1 Apr. 2029 (a) 5.69% 73,873 74,152 $25,600 Series 2024-1, Class A-3 Apr. 2029 (a) 5.93% 25,419 25,515 $107,200 Series 2025-1, Class A-1 Sep. 2030 (a) 4.76% 107,200 — $17,800 Series 2025-1, Class A-4 Sep. 2030 (a) 4.95% 17,800 — $260,600 Series 2024-1, Class A-2 Apr. 2031 (a) 5.70% 258,754 259,731 $89,400 Series 2024-1, Class A-4 Apr. 2031 (a) 5.94% 88,767 89,102 $268,000 Series 2025-1, Class A-2 Sep. 2032 (a) 4.98% 268,000 — $44,500 Series 2025-1, Class A-5 Sep. 2032 (a) 5.17% 44,500 — $168,500 Series 2021-1, Class A-2 Jun. 2033 (b) 2.96% 164,919 165,551 $89,000 Series 2021-1, Class A-4 Jun. 2033 (b) 3.70% 87,109 87,442 $244,000 Series 2019-1, Class A-2 Nov. 2034 (b) 3.65% 229,279 230,194 $136,000 Series 2019-1, Class A-4 Nov. 2034 (b) 4.49% 132,033 132,543 $160,800 Series 2025-1, Class A-3 Sep. 2035 (b) 5.19% 160,800 — $26,700 Series 2025-1, Class A-6 Sep. 2035 (b) 5.39% 26,700 — Total non-recourse net-lease mortgage notes 3,217,110 2,865,555 Non-recourse mortgage notes: $65,000 note issued June 2016 Jul. 2026 (c) 4.75% 54,243 55,313 $41,690 note issued March 2019 Mar. 2029 (d) 4.80% 38,772 39,313 $6,350 notes issued March 2019 (assumed in December 2020) Apr. 2049 (c) 4.64% 5,652 5,749 Total non-recourse mortgage notes 98,667 100,375 Unamortized discount (108,513) (130,111) Unamortized deferred financing costs (8,307) (4,812) Total non-recourse debt obligations of consolidated special purpose entities, net $ 3,198,957 $ 2,831,007 (a) Prepayable, without penalty, 24 months prior to maturity.(b) Prepayable, without penalty, 36 months prior to maturity.(c) Prepayable, without penalty, three months prior to maturity.(d) Prepayable, without penalty, four months prior to maturity.(e) Repaid in full at maturity, without penalty, in April 2025 using a portion of the proceeds from the $350.0 million 2025 Notes issued. Credit Risk Related Contingent Features The Company has agreements with derivative counterparties, which provide generally that the Company could be declared in default on its derivative obligations if the Company defaults on the underlying indebtedness. As of September 30, 2025, the termination value of the Company’s interest rate swaps that were in a liability position was approximately $10.2 million, which includes accrued interest but excludes any adjustment for nonperformance risk.
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25 Long Term Debt Maturity Schedule As of September 30, 2025, the scheduled maturities, including balloon payments, on the Company’s aggregate long-term debt obligations are as follows (in thousands): Scheduled Principal Balloon Payments Payments Total Remainder of 2025 $ 6,907 $ — $ 6,907 2026 25,743 414,142 439,885 2027 17,237 460,472 477,709 2028 10,966 1,763,615 1,774,581 2029 8,483 483,585 492,068 2030 8,019 1,821,928 1,829,947 Thereafter 22,678 1,779,002 1,801,680 $ 100,033 $ 6,722,744 $ 6,822,777 5. Members’ Equity In connection with the Merger, the Company issued 1,000 common units (“Common Units”) to its members for an aggregate cash amount of $8.3 billion. Prior to the Merger, the Company issued 125 Series A Preferred Units (the “Preferred Units”) for an aggregate cash amount of $125,000. The issuance of the Preferred Units was made through a private placement in reliance on Section 4(a)(2) of the Securities Act, and the rules and regulations promulgated thereunder. Additionally, during the nine months ended September 30, 2025, one of the Company’s wholly-owned subsidiaries issued 125 Series B Preferred Units for an aggregate cash amount of $125,000. In accordance with the Company’s operating agreement, members holding Preferred Units (“Preferred Members”) receive distributions bi-annually and Members holding Common Units (“Common Members”) may receive distributions monthly. Common Members may be subject to capital calls. Except for their initial capital contribution, no Preferred Members may make any additional capital contributions. Additionally, no Preferred Members have the right to demand a withdrawal, reduction or return of their capital contributions or receive interest thereon. The Preferred Units rank senior to the Common Units of the Company and to all other membership interests and equity securities issued by the Company with respect to distribution and redemption rights and rights upon liquidation, dissolution or winding up of the Company. 6. Commitments and Contingencies The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Management believes that the final outcome of such matters will not have a material adverse effect on the Company’s financial position or results of operations. In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. As of September 30, 2025, the Company had commitments to its customers to fund improvements to owned or mortgaged real estate properties totaling approximately $343.5 million, of which $336.6 million is expected to be funded in the next twelve months. These additional investments will generally result in increases to the rental revenue or interest income due under the related contracts. The Company has employment agreements with each of its executive officers that provide for minimum annual base salaries and cash incentive compensation based on the satisfactory achievement of reasonable performance criteria and objectives on an annual and multi-year basis. In the event an executive officer’s employment terminates under certain circumstances, the Company would be liable for cash severance and continuation of healthcare benefits under the terms of the employee agreements. 7. Fair Value of Financial Instruments The Company’s derivatives are required to be measured at fair value in the Company’s consolidated financial statements on a recurring basis. Derivatives are measured under a market approach, using prices obtained from a nationally recognized pricing service
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26 and pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy. As discussed in Note 2, the Company has elected to present the fair value of derivative assets and liabilities within the condensed consolidated balance sheets on a net basis by counterparty. The net derivative assets are included in other assets, and the net derivative liabilities, if any, are included in accrued expenses, deferred revenue and other liabilities on the condensed consolidated balance sheets. The following table summarizes the net derivative balances recorded on the condensed consolidated balance sheets and provides information as if the Company had not elected to offset the asset and liability balances of the derivative instruments with each of its counterparties in accordance with the associated master International Swap and Derivatives Association agreement (in thousands): September 30,2025 December 31,2024 Derivative assets: Net derivative assets presented in the condensed consolidated balance sheets $ 7,426 $ 32,535 Gross amount of eligible offsetting recognized derivative liabilities 3,874 2,656 Gross amount of derivative assets $ 11,300 $ 35,191 Derivative liabilities: Net derivative liabilities presented in the condensed consolidated balance sheets $ (7,039) $ — Gross amount of eligible offsetting recognized derivative assets (3,874) (2,656) Gross amount of derivative liabilities $ (10,913) $ (2,656) In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair value. The fair values of financial instruments are estimates based on market conditions and perceived risks at September 30, 2025 and December 31, 2024. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities. Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and tenant deposits. Generally, these assets and liabilities are short ‑ term in duration and are recorded at fair value on the condensed consolidated balance sheets. The Company believes the carrying value of the borrowings on its credit facility approximate fair value based on their nature, terms and variable interest rate. Additionally, the Company believes the current carrying values of its fixed ‑ rate loans receivable approximate fair values based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The estimated fair values of the Company’s aggregate long-term debt obligations have been derived based on market observable inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 2 within the fair value hierarchy. At September 30, 2025, these debt obligations had an aggregate carrying value of $6.5 billion and an estimated fair value of $6.7 billion. At December 31, 2024, these debt obligations had an aggregate carrying value of $5.8 billion and an estimated fair value of $5.8 billion.
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27 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” “the Company,” or “STORE Capital,” are references to STORE Capital LLC, a Delaware limited liability company, as defined below, unless we specifically state otherwise or the context indicates otherwise. Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for long-term, triple-net leases of freestanding, single-tenant properties. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Quarterly Report on Form 10-Q may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 5, 2025. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report on Form 10-Q. New risks and uncertainties may arise over time and it is not possible for us to predict those events or how they may affect us. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law. Overview We invest in Single Tenant Operational Real Estate, or STORE Property, which is our target market and the inspiration for our name. A STORE Property is a property location at which a company operates its business and generates sales and profits, which makes the location a profit center and, therefore, fundamentally important to that business. Due to the long-term nature of our leases, we focus our acquisition activity on properties that operate in industries we believe have long-term relevance, the majority of which are service industries. By acquiring the real estate from the operators and then leasing the real estate back to them, the operators become our long- term tenants, and we refer to them as our customers. Through the execution of these sale-leaseback transactions, we fill a need for our customers by providing them a source of long-term capital that enables them to avoid the need to incur debt and/or employ equity in order to finance the real estate that is essential to their business. All the real estate we acquire is held by our wholly or majority owned subsidiaries, many of which are special purpose bankruptcy remote entities formed to facilitate the financing of our real estate. We predominantly acquire our single ‑ tenant properties directly from our customers in sale ‑ leaseback transactions where our customers sell us their operating properties and then simultaneously enter into long ‑ term triple ‑ net leases with us to lease the properties back. Accordingly, our properties are fully occupied and under lease from the moment we acquire them. We generate our cash from operations primarily through the monthly lease payments, or “base rent,” we receive from our customers under their long-term leases with us. We also receive interest payments on loans and financing receivables, which are a smaller part of our portfolio. We refer to the monthly scheduled lease and interest payments due from our customers as “base rent and interest.” Most of our leases contain lease escalations every year or every several years that are based on the increase in the Consumer Price Index or a stated percentage, which allows the monthly lease payments we receive to increase over the life of the lease contracts. As of September 30, 2025, approximately 99% of our leases (based on base rent and interest) were “triple-net” leases, which means that our customers are responsible for all the operating costs such as maintenance, insurance and property taxes associated with the properties they lease from us, including any increases in those costs that may occur as a result of inflation. The remaining leases have some landlord responsibilities, generally related to maintenance and structural component replacement that may be required on such properties in the future, although we do not currently anticipate incurring significant capital expenditures or property-level operating costs under such leases. Because our properties are single tenant properties, almost all of which are under long-term leases, it is not necessary for us to perform any significant ongoing leasing activities on our properties.
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We have a dedicated internal team that reviews and analyzes ongoing customer financial performance, both at the corporate level and with respect to each property we own, to identify properties that may no longer be part of our long-term strategic plan and as such, we may from time to time decide to sell properties. Liquidity and Capital Resources As of September 30, 2025, our investment portfolio stood at approximately $16.8 billion, consisting of investments in 3,564 property locations. Substantially all of our cash from operations is generated by our investment portfolio. Our primary cash expenditures are the principal and interest payments we make on the debt we use to finance our real estate investment portfolio and the general and administrative expenses of managing the portfolio and operating our business. Since substantially all our leases are triple net, our tenants are generally responsible for the maintenance, insurance and property taxes associated with the properties they lease from us. When a property becomes vacant through a tenant default or expiration of the lease term with no tenant renewal, we incur the property costs not paid by the tenant, as well as those property costs accruing during the time it takes to locate a substitute tenant or sell the property. We expect to incur some property-level operating costs from time to time in periods during which properties that become vacant are being remarketed. In addition, we may recognize an expense for certain property costs, such as real estate taxes billed in arrears, if we believe the tenant is likely to vacate the property before making payment on those obligations or may be unable to pay such costs in a timely manner. Property costs are generally not significant to our operations, but the amount of property costs can vary quarter to quarter based on the timing of property vacancies and the level of underperforming properties. We may advance certain property costs on behalf of our tenants but expect that the majority of these costs will be reimbursed by the tenant and do not anticipate that they will be significant to our operations. We intend to continue to grow through additional real estate investments. To accomplish this objective, we must continue to identify real estate acquisitions that are consistent with our underwriting guidelines and raise future additional capital to make such acquisitions. We acquire real estate with a combination of debt and equity capital, proceeds from the sale of properties and cash from operations that is not otherwise distributed to our members in the form of distributions. We also periodically commit to fund the construction of new properties for our customers or to provide them funds to improve and/or renovate properties we lease to them. These additional investments will generally result in increases to the rental revenue or interest income due under the related contracts. Financing Strategy Our debt capital is initially provided on a short-term, temporary basis through a multi-year, variable-rate unsecured revolving credit facility with a group of banks. We manage our long-term leverage position through the strategic and economic issuance of long-term fixed-rate debt on both a secured and unsecured basis. By matching the expected cash inflows from our long-term real estate leases with the expected cash outflows of our long-term fixed-rate debt, we “lock in”, for as long as is economically feasible, the expected positive difference between our scheduled cash inflows on the leases and the cash outflows on our debt payments. By locking in this difference, or spread, we seek to reduce the risk that increases in interest rates would adversely impact our profitability. In addition, we use various financial instruments designed to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies such as interest rate swaps and caps, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We also ladder our debt maturities in order to minimize the gap between our free cash flow (which we define as our cash from operations less distributions) and our annual debt maturities. Unsecured Revolving Credit Facility We have an unsecured credit agreement, which was amended and restated in September 2025, with a group of lenders which provides for an unsecured revolving credit facility. The facility has an increased borrowing capacity of $1.25 billion from the previous capacity of $753.9 million, matures in September 2029 and includes two six-month extension options, subject to certain conditions and the payment of a 0.075% extension fee. As of September 30, 2025, we had $373.6 million outstanding under our unsecured revolving credit facility. Borrowings under the facility require monthly payments of interest at a rate selected by us of either (1) Daily Simple SOFR plus a spread ranging from 1.00% to 1.45%, or (2) the Base Rate, as defined in the credit agreement, plus a spread ranging from 0.00% to 0.45%. The spread used is based on our consolidated total leverage ratio as defined in the credit agreement. We are also required to pay a facility fee on the total commitment amount ranging from 0.15% to 0.30% based on our consolidated total leverage ratio. We have a one-time, irrevocable election available under the unsecured credit agreement to convert our borrowings to a credit-based rating grid. As of September 30, 2025, the applicable spread for SOFR-based borrowings is 1.10% and the facility fee is 0.20%. As of September 30, 2025, we had five interest rate swap agreements with an aggregate notional value of $373.6 million that effectively convert the outstanding borrowings on the facility to an all-in fixed rate of 4.9860%.
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29 Under the terms of the facility, we are subject to various restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios. Certain of these ratios are based on our pool of unencumbered assets, which aggregated approximately $11.2 billion at September 30, 2025. The facility is recourse to us, and, as of September 30, 2025, we were in compliance with the financial and nonfinancial covenants under the facility. Senior Unsecured Term Debt In March 2025, we completed an issuance of five-year senior unsecured notes, with an aggregate principal amount of $350.0 million and a coupon rate of 5.40%. As of September 30, 2025, we had an aggregate principal amount of $1.8 billion of senior unsecured notes outstanding; $1.4 billion of public senior unsecured notes and $350.0 million of private senior unsecured notes, subject to a registration rights agreement. These senior unsecured notes bear a weighted average coupon rate of 3.98% and interest on these notes is paid semi- annually. The supplemental indentures governing our senior unsecured notes contain various restrictive covenants, including limitations on our ability to incur additional secured and unsecured indebtedness. As of September 30, 2025, we were in compliance with these covenants. Prior to the inaugural issuance of public debt in March 2018, unsecured long-term debt had been issued through the private placement of notes to institutional investors. As of September 30, 2025, we had an aggregate principal amount of $82.0 million of privately placed notes outstanding. The financial covenants of the privately placed notes are similar to our current unsecured revolving credit facility. As of September 30, 2025, we were in compliance with these covenants. We have a credit agreement with a group of lenders which provides for two senior unsecured, variable-rate term loans which were amended and restated in September 2025 (collectively the “Unsecured Term Loans”). As of September 30, 2025, the Tranche A-1 Term Loan (“Tranche A-1 Term Loan”) had a balance of $1.0 billion and matures in September 2030. The Tranche A-2 Term Loan (“Tranche A-2 Term Loan”) had a balance of $650.0 million and matures in September 2028 and includes two six-month extension options, subject to certain conditions and the payment of a 0.075% extension fee. The interest rate on each of the Unsecured Term Loans resets at Daily Simple SOFR plus a credit rating-based spread ranging from 0.75% to 1.60%. At September 30, 2025, our spread was 1.20%. As of September 30, 2025, we had ten interest rate swap agreements, with an aggregate notional value of $1.0 billion, which effectively convert the Tranche A-1 Term Loan borrowings to an all-in fixed rate of 4.2763% and six interest rate swap agreements, with an aggregate notional value of $650.0 million, which effectively convert the Tranche A-2 Term Loan borrowings to an all-in fixed rate of 5.1378%. The aggregate outstanding principal amount of our unsecured senior notes and term loans payable was $3.5 billion as of September 30, 2025. Non-recourse Secured Debt As of September 30, 2025, approximately 32% of our real estate investment portfolio served as collateral for outstanding borrowings under our STORE Master Funding debt program. We believe our STORE Master Funding program allows for flexibility not commonly found in non-recourse debt, often making it preferable to traditional debt issued in the commercial mortgage-backed securities market. Under the program, STORE Capital serves as both master and special servicer for the collateral pool, allowing for active portfolio monitoring and prompt issue resolution. In addition, features of the program allowing for the sale or substitution of collateral, provided certain criteria are met, facilitate active portfolio management. Through this debt program, we arrange for bankruptcy remote, special purpose entity subsidiaries to issue multiple series of investment-grade asset backed net lease mortgage notes, or ABS notes, from time to time as additional collateral is added to the collateral pool and leverage can be added in incremental note issuances based on the value of the collateral pool. The ABS notes are generally issued by our wholly owned special purpose entity subsidiaries to institutional investors through the asset backed securities market. These ABS notes are typically issued in two classes, Class A and Class B. At the time of issuance, the Class A notes generally represent approximately 70% of the appraised value of the underlying real estate collateral owned by the issuing subsidiaries and are currently rated AAA or AA by S&P Global Ratings.
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30 In September 2025, our consolidated special purpose entities issued Series 2025-1 of net-lease mortgage notes under the STORE Master Funding debt program consisting of $625.0 million of five-year, seven-year and ten-year notes issued in six Class A tranches as summarized below: Note Class Rating (a) Amount Coupon Rate Term Maturity Date Class A-1 AAA $ 107,200,000 4.76% 5 years September 2030 Class A-2 AAA 268,000,000 4.98% 7 years September 2032 Class A-3 AAA 160,800,000 5.19% 10 years September 2035 Class A-4 AA 17,800,000 4.95% 5 years September 2030 Class A-5 AA 44,500,000 5.17% 7 years September 2032 Class A-6 AA 26,700,000 5.39% 10 years September 2035 Total/Weighted Average Coupon Rate $ 625,000,000 5.06% (a) By S&P Global Ratings The aggregate outstanding principal amount of our secured mortgage notes payable was $3.3 billion as of September 30, 2025. Debt Summary As of September 30, 2025, our aggregate secured and unsecured term debt had an outstanding principal balance of $6.8 billion, a weighted average maturity of 4.5 years and a weighted average interest rate of 4.5%. The following is a summary of the outstanding balance of our borrowings as well as a summary of the portion of our real estate investment portfolio that is either pledged as collateral for these borrowings or is unencumbered as of September 30, 2025: Gross Investment Portfolio Assets Special Purpose Outstanding Entity All Other (In millions) Borrowings Subsidiaries Subsidiaries Total STORE Master Funding net-lease mortgage notes payable $ 3,217 $ 5,372 $ — $ 5,372 Other mortgage notes payable 99 233 — 233 Total non-recourse secured debt 3,316 5,605 — 5,605 Unsecured notes and term loans payable 3,507 — — — Unsecured revolving credit facility 374 — — — Total unsecured debt (including revolving credit facility) 3,881 — — — Unencumbered real estate assets — 9,420 1,829 11,249 Total $ 7,197 $ 15,025 $ 1,829 $ 16,854 Our decision to use either senior unsecured term debt, STORE Master Funding or other non-recourse traditional mortgage loan borrowings depends on our view of the most strategic blend of unsecured versus secured debt that is needed to maintain our targeted level of overall corporate leverage, as well as on borrowing costs, debt terms, debt flexibility and the tenant and industry diversification levels of our real estate assets. Our acquisition of real estate assets will increase our financial flexibility by providing us with additional assets that can support senior unsecured financing or that can serve as substitute collateral for existing debt. Should market factors, which are beyond our control, adversely impact our access to these debt sources at economically feasible rates, our ability to grow through additional real estate acquisitions will be limited to any undistributed amounts available from our operations and equity contributions from our members. For additional details and terms regarding these debt instruments, see Note 4 to the September 30, 2025 unaudited condensed consolidated financial statements. Equity In connection with the Merger, we issued 1,000 common units to our common members for an aggregate cash amount of $8.3 billion. Prior to the Merger, 125 Series A Preferred Units were issued to our preferred members for an aggregate cash amount of $125,000. Additionally, during the nine months ended September 30, 2025, one of our wholly-owned subsidiaries issued 125 Series B Preferred Units for an aggregate cash amount of $125,000. In accordance with our operating agreement, our common members receive distributions monthly and are subject to capital calls. Our preferred members receive distributions bi-annually and are not subject to capital calls.
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31 Cash Flows Substantially all our cash from operations is generated by our investment portfolio. As shown in the following table, net cash provided by operating activities for the nine months ended September 30, 2025 was $41.2 million more than the nine months ended September 30, 2024. The increase is primarily driven by additional rental revenue and interest income generated by the increase in size of our real estate portfolio. During the nine months ended September 30, 2025 and 2024, our investments in real estate, loans and financing receivables were funded with a combination of cash on hand, net proceeds from asset dispositions, net proceeds from the issuance of long- term debt and capital contributions from our members. From a financing perspective, our activities provided $422.8 million of net cash during the nine months ended September 30, 2025 as compared to $101.4 million during the nine months ended September 30, 2024. Financing activities during the nine months ended September 30, 2025 included $350.0 million of additional senior unsecured note borrowings, $625.0 million of STORE Master Funding Series 2025-1 notes issued and the repayment of an aggregate $256.6 million of STORE Master Funding notes. Capital contributions from our members totaled $350.0 million and cash distributions to our members totaled $600.0 million for the nine months ended September 30, 2025. Nine Months Ended September 30, (In thousands) 2025 2024 Increase (Decrease) Net cash provided by operating activities $ 582,773 $ 541,568 $ 41,205 Net cash used in investing activities (990,571) (537,419) (453,152) Net cash provided by financing activities 422,780 101,428 321,352 Net change in cash, cash equivalents and restricted cash $ 14,982 $ 105,577 $ (90,595) As of September 30, 2025, we had liquidity of $163.5 million on our balance sheet. Management believes that our current cash balance, the $876.4 million of immediate borrowing capacity available as of September 30, 2025 on our unsecured revolving credit facility and the cash generated by our operations is sufficient to fund our operations for the next twelve months and beyond and allow us to acquire the real estate for which we currently have made commitments. In order to continue growing our real estate portfolio in the future, beyond the excess cash generated by our operations and our ability to borrow, we would expect to raise additional equity capital from our members. Recently Issued Accounting Pronouncements See Note 2 to the September 30, 2025 unaudited condensed consolidated financial statements. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our condensed consolidated financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to the Company’s critical accounting estimates since our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Real Estate Portfolio Information As of September 30, 2025, our total investment in real estate and loans approximated $16.8 billion, representing investments in 3,564 property locations, substantially all of which are profit centers for our customers. The weighted average non ‑ cancellable remaining term of our leases was approximately 14.5 years.
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Results of Operations Overview As of September 30, 2025, our real estate investment portfolio had grown to approximately $16.8 billion, consisting of investments in 3,564 property locations in 49 states, operated by 672 customers in various industries. Approximately 84% of the real estate investment portfolio represents commercial real estate properties subject to long ‑ term leases, approximately 16% represents mortgage loans and financing receivables on commercial real estate properties and a nominal amount represents loans receivable secured by our customers’ other assets. Three and nine months ended September 30, 2025 compared to three and nine months ended September 30, 2024: Three Months Ended September 30, Increase Nine Months EndedSeptember 30, Increase (In thousands) 2025 2024 (Decrease) 2025 2024 (Decrease) Total revenues $ 305,624 $ 287,417 $ 18,207 $ 911,339 $ 842,091 $ 69,248 Expenses: Interest 94,812 91,732 3,080 278,040 270,498 7,542 Property costs 7,605 6,490 1,115 14,294 17,385 (3,091) General and administrative 17,841 17,288 553 52,358 50,597 1,761 Depreciation and amortization 147,481 146,193 1,288 443,699 439,300 4,399 Provisions for impairment 11,769 11,370 399 26,260 28,823 (2,563) Total expenses 279,508 273,073 6,435 814,651 806,603 8,048 Other income: Net gain on dispositions of real estate 8,104 15,346 (7,242) 7,447 50,459 (43,012) Income before income taxes 34,220 29,690 4,530 104,135 85,947 18,188 Income tax expense (benefit) 340 (2,657) 2,997 (10,150) 1,593 (11,743) Net income 33,880 32,347 1,533 114,285 84,354 29,931 Less: Net income attributable to noncontrolling interest 126 221 (95) 1,107 683 424 Net income attributable to controlling interest $ 33,754 $ 32,126 $ 1,628 $ 113,178 $ 83,671 $ 29,507 Revenues The increase in revenues period over period was driven primarily by the growth in the size of our real estate investment portfolio, which generated additional rental revenues and interest income. Our real estate investment portfolio grew from approximately $15.3 billion in gross investment amount representing 3,245 properties at September 30, 2024 to approximately $16.8 billion in gross investment amount representing 3,564 properties at September 30, 2025. Our real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in revenues between periods is related to recognizing revenue for the full periods in 2025 on acquisitions that were made during 2024. Similarly, the full revenue impact of acquisitions made during the first nine months of 2025 will not be seen until the fourth quarter of 2025. A smaller component of the increase in revenues between periods is related to rent escalations recognized on our lease contracts; over time, these rent increases can provide a strong source of revenue growth. Additionally, during the three and nine months ended September 30, 2025, we recorded bank interest income from cash held on deposit of $0.4 million and $3.3 million, respectively, as compared to $5.0 million and $13.0 million during the three and nine months ended September 30, 2024, respectively. The majority of our investments are made through sale-leaseback transactions in which we acquire the real estate from the owner- operators and then simultaneously lease the real estate back to them through long-term leases based on the tenant’s business needs. The initial rental or capitalization rates we achieve on sale-leaseback transactions, calculated as the initial annualized base rent divided by the purchase price of the properties, vary from transaction to transaction based on many factors, such as the terms of the lease, the property type including the property’s real estate fundamentals and the market rents in the area on the various types of properties we target across the United States. There are also online commercial real estate auction marketplaces for real estate transactions; properties acquired through these online marketplaces are often subject to existing leases and offered by third party sellers. In general, because we provide tailored customer lease solutions in sale-leaseback transactions, our lease rates historically have been higher and subject to less short-term market influences than what we have seen in the auction marketplace as a whole. In addition, since our real estate lease contracts are a substitute for both borrowings and equity that our customers would otherwise have
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33 to commit to their real estate locations, we believe there is a relationship between lease rates and market interest rates and that lease rates are also influenced by overall capital availability. Interest Expense We fund the growth in our real estate investment portfolio primarily with members’ contributions, net proceeds from sales of real estate and net proceeds from issuances of debt. The following table summarizes our interest expense for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2025 2024 2025 2024 Interest expense - credit facility $ 6,412 $ 4,403 $ 15,539 $ 13,114 Interest expense - credit facility fees 391 386 1,053 1,148 Interest expense - secured and unsecured debt 70,415 68,442 207,909 199,606 Capitalized interest (1,486) (592) (2,832) (2,090) Amortization of debt discounts, deferred financing costs and other 19,080 19,093 56,371 58,720 Total interest expense $ 94,812 $ 91,732 $ 278,040 $ 270,498 Credit facility: Average debt outstanding $ 516,908 $ 375,000 $ 435,097 $ 375,000 Average interest rate during the period (excluding facility fees) 5.0% 4.7% 4.8% 4.7% Secured and unsecured debt: Average debt outstanding $ 6,206,477 $ 6,163,676 $ 6,205,003 $ 6,067,664 Average interest rate during the period 4.5% 4.4% 4.5% 4.4% Interest expense associated with our secured and unsecured debt increased compared to the periods ended September 30, 2024 as a result of an increase in the weighted average interest rate and outstanding borrowings of secured and unsecured debt. Long-term debt added after September 30, 2024 consisted of $350.0 million of senior unsecured notes issued in March 2025 with a coupon rate of 5.40% and $625.0 million of STORE Master Funding Series 2025-1 notes issued in September 2025 at a weighted average coupon rate of 5.06%. Secured and unsecured debt repaid in full since September 30, 2024 included an aggregate $256.6 million of STORE Master Funding Series 2015-1 Class A-2 notes which bore an interest rate of 4.17% and $32.4 million of private notes which bore an interest rate of 5.24%. As of September 30, 2025, we had $6.8 billion of secured and unsecured debt outstanding with a weighted average interest rate of 4.5%. Property Costs Approximately 99% of our leases are triple net, meaning that our tenants are generally responsible for the property-level operating costs such as taxes, insurance and maintenance. Accordingly, we generally do not expect to incur property-level operating costs or capital expenditures, except during any period when one or more of our properties is no longer under lease or when our tenant is unable to meet their lease obligations. Our need to expend capital on our properties is further reduced due to the fact that some of our tenants will periodically refresh the property at their own expense to meet their business needs or in connection with franchisor requirements. As of September 30, 2025, we owned 23 properties that were vacant and not subject to a lease and the lease contracts related to just 17 properties we own are due to expire during the remainder of 2025. We expect to incur some property costs related to the vacant properties until such time as those properties are either leased or sold. The amount of property costs can vary quarter to quarter based on the timing of property vacancies and the level of underperforming properties. As of September 30, 2025, we had entered into operating ground leases as part of several real estate investment transactions. The ground lease payments made by our tenants directly to the ground lessors are presented on a gross basis in the condensed consolidated statements of operations, both as rental revenues and as property costs. For the few lease contracts where we collect property taxes from our tenants and remit those taxes to governmental authorities, we reflect those payments on a gross basis as both rental revenue and as property costs.
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34 The following is a summary of property costs (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Property-level operating costs (a) $ 5,646 $ 4,402 $ 8,213 $ 11,272 Operating ground lease payments made by STORE Capital 109 109 291 290 Operating ground lease payments made by STORE Capital tenants 617 614 1,865 1,703 Operating ground lease straight-line rent expense 219 300 747 835 Property taxes payable from tenant impounds 1,014 1,065 3,178 3,285 Total property costs $ 7,605 $ 6,490 $ 14,294 $ 17,385 (a) Property-level operating costs primarily include those expenses associated with vacant or nonperforming properties, property management costs for the few properties that have specific landlord obligations and the cost of performing property site inspections from time to time. General and Administrative Expenses General and administrative expenses include compensation and benefits; professional fees such as portfolio servicing, legal, accounting and rating agency fees; and general office expenses such as insurance, office rent and travel costs. General and administrative costs totaled $17.8 million and $52.4 million for the three and nine months ended September 30, 2025, respectively, as compared to $17.3 million and $50.6 million for the three and nine months ended September 30, 2024, respectively. Generally, we expect that general and administrative expenses will rise in some measure as our real estate investment portfolio grows. Certain expenses, such as property related insurance costs and the costs of servicing the properties and loans comprising our real estate portfolio, increase in direct proportion to the increase in the size of the portfolio. However, general and administrative expenses as a percentage of the portfolio have historically decreased over time due to efficiencies and economies of scale. Depreciation and Amortization Expense Depreciation and amortization expense, which increases in proportion to the increase in the size of our real estate portfolio, rose from $146.2 million and $439.3 million for the three and nine months ended September 30, 2024, respectively, to $147.5 million and $443.7 million for the three and nine months ended September 30, 2025, respectively. Provisions for Impairment During the three and nine months ended September 30, 2025, we recognized $9.8 million and $22.5 million, respectively, in provisions for the impairment of real estate and $2.0 million and $3.8 million, respectively, in provisions for credit losses related to our loans and financing receivables. During the three and nine months ended September 30, 2024, we recognized $8.7 million and $22.8 million, respectively, in provisions for the impairment of real estate and $2.7 million and $6.0 million, respectively, in provisions for credit losses related to our loans and financing receivables. Net Gain on Dispositions of Real Estate As part of our ongoing active portfolio management process, we sell properties from time to time in order to enhance the diversity and quality of our real estate portfolio and to take advantage of opportunities to recycle capital. During the three months ended September 30, 2025 we recognized an $8.1 million aggregate net gain on the sale of 25 properties. In comparison, during the three months ended September 30, 2024 we recognized a $16.8 million aggregate net gain on the sale of 26 properties. For the nine months ended September 30, 2025, we recognized an $11.6 million net gain on the sale of 70 properties compared to a $34.5 million net gain on the sale of 82 properties for the nine months ended September 30, 2024. Additionally, during the nine months ended September 30, 2025, we recognized a net $5.4 million non-cash loss associated with the non-cash acquisition of real estate improvements and a lease assignment for a contract accounted for as a financing arrangement. During the three and nine months ended September 30, 2024, we also recognized a $1.5 million non-cash net loss and $16.0 million non-cash net gain, respectively, associated with certain lease modifications.
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35 Net Income For the three and nine months ended September 30, 2025, our net income was $33.9 million and $114.3 million, respectively, as compared to net income of $32.3 million and $84.4 million during the three and nine months ended September 30, 2024, respectively. The increase in net income for the three months ended September 30, 2025 as compared to 2024 primarily resulted from the growth in our real estate investment portfolio, which generated additional rental revenues and interest income, partially offset by a decrease in the net gain on dispositions of real estate and increases in interest expense, income tax expense, depreciation and amortization and property costs. The increase in net income for the nine months ended September 30, 2025 primarily resulted from the growth in our real estate investment portfolio, which generated additional rental revenues and interest income, a net income tax benefit and decreases in property costs and impairments, partially offset by a decrease in the net gain on dispositions of real estate and increases in interest expense, depreciation and amortization and general and administrative expense.
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36 Item 3. Quantitative and Qualitative Disclosures About Market Risk. Our interest rate risk management objective is to limit the impact of future interest rate changes on our earnings and cash flows. We seek to match the cash inflows from our long ‑ term leases with the expected cash outflows on our long-term debt. To achieve this objective, our consolidated subsidiaries primarily borrow on a fixed ‑ rate basis for longer ‑ term debt issuances. At September 30, 2025, all of our long-term debt carried a fixed interest rate or was effectively converted to a fixed rate for the term of the debt and the weighted average long-term debt maturity was approximately 4.5 years. We are exposed to interest rate risk between the time we enter into a sale ‑ leaseback transaction and the time we finance the related real estate with long-term fixed ‑ rate debt. In addition, when that long-term debt matures, we may have to refinance the real estate at a higher interest rate. Market interest rates are sensitive to many factors that are beyond our control. We address interest rate risk by employing the following strategies to help insulate us from any adverse impact of rising interest rates: • We seek to minimize the time period between acquisition of our real estate and the ultimate financing of that real estate with long ‑ term fixed ‑ rate debt. • By using serial issuances of long-term debt, we intend to ladder out our debt maturities to avoid a significant amount of debt maturing during any single period and to minimize the gap between free cash flow and annual debt maturities; free cash flow includes cash from operations less member distributions plus proceeds from our sales of properties. • Our secured long ‑ term debt generally provides for some amortization of the principal balance over the term of the debt, which serves to reduce the amount of refinancing risk at debt maturity to the extent that we can refinance the reduced debt balance over a revised long-term amortization schedule. • We seek to maintain a large pool of unencumbered real estate assets to give us the flexibility to choose among various secured and unsecured debt markets when we are seeking to issue new long-term debt. • We may also use derivative instruments, such as interest rate swaps, caps and treasury lock agreements, as cash flow hedges to limit our exposure to interest rate movements with respect to various debt instruments. See our Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a more complete discussion of our interest rate sensitive assets and liabilities. As of September 30, 2025, our market risk has not changed materially from the amounts reported in our Annual Report on Form 10-K for the year ended December 31, 2024. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness as of September 30, 2025 of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this report. Changes in Internal Control over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act) during the third fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company.
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37 PART II – OTHER INFORMATION Item 1. Legal Proceedings. We are subject to various legal proceedings and claims that arise in the ordinary course of our business, including instances in which we are named as defendants in lawsuits arising out of accidents causing personal injuries or other events that occur on the properties operated by our customers. These matters are generally covered by insurance and/or by our customers pursuant to our contractual indemnification rights that we include in our leases. Management believes that the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or liquidity. Item 1A. Risk Factors. There have been no material changes to the risk factors as disclosed in the section entitled “Risk Factors” beginning on page 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and filed with the Securities and Exchange Commission on March 5, 2025. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the three months ended September 30, 2025, we did not purchase any of our equity securities nor did we sell any equity securities that were not registered under the Securities Act of 1933, as amended, other than the preferred and common units issued to our members. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. None. Item 5. Other Information. (a) None. (b) None. (c) As a result of the Merger, the Company’s equity securities are no longer publicly traded, and the Company’s officers and directors do not own any Company equity securities. Accordingly, during the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non- Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.
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38 Item 6. Exhibits Exhibit Description Location 2.1 Agreement and Plan of Merger, dated as of September 15, 2022, by and among Ivory Parent, LLC, Ivory REIT, LLC and STORE Capital Corporation.** Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of the Company filed on September 15, 2022. 3.1 Fourth Amended and Restated Limited Liability Company Agreement of STORE Capital LLC, dated as of February 24, 2025. Incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K of the Company filed on March 5, 2025. 3.2 Certificate of Formation of Ivory REIT, LLC, dated August 30, 2022, as amended effective February 3, 2023. Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K of the Company filed on February 3, 2023. 4.1 Eleventh Amended and Restated Master Indenture, dated as of September 30, 2025, by and among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC, STORE Master Funding XXII, LLC, STORE Master Funding XXIV, LLC, STORE Master Funding XXXIV, LLC, STORE Master Funding XXXVII, LLC and STORE Master Funding XXXVIII, LLC, each a Delaware limited liability company, collectively as issuers, and Citibank, N.A., as indenture trustee, relating to the Net-Lease Mortgage Notes. Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Company filed on October 3, 2025. 4.2 Series 2025-1 Indenture Supplement, dated as of September 30, 2025, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC, STORE Master Funding XXII, LLC, STORE Master Funding XXIV, LLC, STORE Master Funding XXXIV, LLC, STORE Master Funding XXXVII, LLC and STORE Master Funding XXXVIII, LLC, each a Delaware limited liability company, collectively as issuers, and Citibank, N.A., as indenture trustee, relating to the Net-Lease Mortgage Notes, Series 2025-1. Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of the Company filed on October 3, 2025. 10.1 Amended and Restated Credit Agreement, dated as of September 29, 2025, among STORE Capital LLC, KeyBank National Association, as Administrative Agent, and the other lenders and parties identified therein. Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of the Company filed on October 3, 2025. 10.2 Tenth Amended and Restated Property Management and Servicing Agreement, dated as of September 30, 2025, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC, STORE Master Funding XXII, LLC, STORE Master Funding XXIV, LLC, STORE Master Funding XXXIV, LLC, STORE Master Funding XXXVII, LLC and STORE Master Funding Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of the Company filed on October 3, 2025.
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39 XXXVIII, LLC, each a Delaware limited liability company, collectively as issuers, STORE Capital LLC, a Delaware limited liability company, as property manager and special servicer, KeyBank National Association, as back-up manager, and Citibank, N.A., as indenture trustee. 31.1 Rule 13a-14(a) Certification of the Principal Executive Officer. Filed herewith. 31.2 Rule 13a-14(a) Certification of the Principal Financial Officer. Filed herewith. 101.INS Inline XBRL Instance Document – the instance does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed herewith. 101.SCH Inline XBRL Taxonomy Extension Schema Document. Filed herewith. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith. ** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.
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40 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STORE CAPITAL LLC (Registrant) Date: November 7, 2025 By: /s/ Ashley A. Dembowski Ashley A. Dembowski Executive Vice President – Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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EXHIBIT 31.1 CERTIFICATION I, Mary B. Fedewa, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of STORE Capital LLC for the quarter ended September 30, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: November 7, 2025 /s/ Mary B. Fedewa Mary B. Fedewa President and Chief Executive Officer (Principal Executive Officer)
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EXHIBIT 31.2 CERTIFICATION I, Ashley A. Dembowski, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of STORE Capital LLC for the quarter ended September 30, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: November 7, 2025 /s/ Ashley A. Dembowski Ashley A. Dembowski Executive Vice President – Chief Financial Officer (Principal Financial Officer)