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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 001-09279

ONE LIBERTY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

MARYLAND		13-3147497
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification number)

60 Cutter Mill Road, Great Neck, New York		11021
(Address of principal executive offices)		(Zip code)

(516) 466-3100

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OLP	New York Stock Exchange

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Yes ◻ No ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 1, 2026, the registrant had 21,819,448 shares of common stock outstanding.

Table of Contents

One Liberty Properties, Inc. and Subsidiaries

Table of Contents


		Page No.
Part I — Financial Information

Item 1.	Unaudited Consolidated Financial Statements

	Consolidated Balance Sheets — March 31, 2026 and December 31, 2025	1

	Consolidated Statements of Income — Three months ended March 31, 2026 and 2025	2

	Consolidated Statements of Comprehensive Income — Three months ended March 31, 2026 and 2025	3

	Consolidated Statements of Changes in Equity — Three months ended March 31, 2026 and 2025	4

	Consolidated Statements of Cash Flows — Three months ended March 31, 2026 and 2025	5

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

Part II — Other Information		36

Item 5.	Other Information	36

Item 6.	Exhibits	36

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Part I — FINANCIAL INFORMATION

Item 1. Financial Statements

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except Par Value)


	March 31,			December 31,
	2026			2025
ASSETS	(Unaudited)
Real estate investments, at cost
Land	$	158,679		$	153,143
Buildings and improvements		856,848			819,114
Total real estate investments, at cost		1,015,527			972,257
Less accumulated depreciation		196,903			194,663
Real estate investments, net		818,624			777,594

Property held-for-sale		1,283			—
Cash and cash equivalents		20,444			14,434
Unbilled rent receivable		17,613			17,269
Unamortized intangible lease assets, net		28,110			25,501
Escrow, deposits and other assets and receivables		12,563			22,772
Total assets⁽¹⁾	$	898,637		$	857,570
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net (see Note 6)	$	529,470		$	517,342
Line of credit		32,000			—
Dividends payable		10,346			10,214
Accrued expenses and other liabilities		15,570			17,271
Unamortized intangible lease liabilities, net		13,692			12,946
Total liabilities⁽¹⁾		601,078			557,773

Commitments and contingencies

Equity:
One Liberty Properties, Inc. stockholders’ equity:
Preferred stock, $1 par value; 12,500 shares authorized; none issued		—			—
Common stock, $1 par value; 50,000 shares authorized; 21,069 and 20,916 shares issued and outstanding		21,069			20,916
Paid-in capital		342,645			341,389
Accumulated other comprehensive income		9			16
Distributions in excess of net income		(66,353)			(62,718)
Total One Liberty Properties, Inc. stockholders’ equity		297,370			299,603
Non-controlling interest in consolidated joint venture⁽¹⁾		189			194
Total equity		297,559			299,797
Total liabilities and equity	$	898,637		$	857,570

(1)

The Company’s consolidated balance sheets include assets and liabilities of a consolidated variable interest entity (“VIE”). See Note 7. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIE: $3,815 and $3,815 of land, $6,257 and $6,332 of building and improvements, net of $3,290 and $3,215 of accumulated depreciation, $559 and $637 of other assets included in other line items, $7,061 and $7,143 of real estate debt, net, $38 and $73 of other liabilities included in other line items and $189 and $194 of non-controlling interest as of March 31, 2026 and December 31, 2025, respectively.

See accompanying notes to consolidated financial statements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands, Except Per Share Data)

(Unaudited)


	Three Months Ended
	March 31,
	2026			2025
Revenues:
Rental income, net	$	26,963		$	24,170
Lease termination fees		1,327			—
Total revenues		28,290			24,170

Operating expenses:
Depreciation and amortization		8,570			6,545
Real estate expenses (see Note 11 for related party information)		5,712			5,038
General and administrative (see Note 11 for related party information)		4,338			4,170
State tax expense (benefit)		64			(94)
Total operating expenses		18,684			15,659

Other operating income
Gain on sale of real estate, net		3,876			1,110
Operating income		13,482			9,621

Other income and expenses:
Other income		39			213
Interest:
Expense		(6,958)			(5,432)
Amortization and write-off of deferred financing costs		(323)			(233)

Net income		6,240			4,169
Net income attributable to non-controlling interests		(3)			(14)
Net income attributable to One Liberty Properties, Inc.	$	6,237		$	4,155

Weighted average number of common shares outstanding:
Basic		21,054			20,820
Diluted		21,123			20,951

Earnings per common share attributable to common stockholders:
Basic and diluted	$	.28		$	.18

Cash distributions per share of common stock	$	.45		$	.45

See accompanying notes to consolidated financial statements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2026			2025
Net income	$	6,240		$	4,169

Other comprehensive income
Net unrealized loss on derivative instruments		(7)			(78)
Comprehensive income		6,233			4,091

Net income attributable to non-controlling interests		(3)			(14)
Comprehensive income attributable to One Liberty Properties, Inc.	$	6,230		$	4,077

See accompanying notes to consolidated financial statements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in Thousands, Except Per Share Data)

(Unaudited)


							Accumulated			Accumulated			Non-Controlling
							Other			Distributions			Interests in
	Common			Paid-in			Comprehensive			in Excess of			Consolidated
	Stock			Capital			Income (loss)			Net Income			Joint Ventures			Total
Balances, December 31, 2025	$	20,916		$	341,389		$	16		$	(62,718)		$	194		$	299,797
Cash distributions — common stock ($.45 per share)		—			—			—			(9,872)			—			(9,872)
Compensation expense — restricted stock and RSUs		—			1,267			—			—			—			1,267
Shares issued through dividend reinvestment plan		7			135			—			—			—			142
Restricted stock vesting		146			(146)			—			—			—			—
Distribution to non-controlling interest		—			—			—			—			(8)			(8)
Net income		—			—			—			6,237			3			6,240
Other comprehensive loss		—			—			(7)			—			—			(7)
Balances, March 31, 2026	$	21,069		$	342,645		$	9		$	(66,353)		$	189		$	297,559


							Accumulated			Accumulated			Non-Controlling
							Other			Distributions			Interests in
	Common			Paid-in			Comprehensive			in Excess of			Consolidated
	Stock			Capital			Income (loss)			Net Income			Joint Ventures			Total
Balances, December 31, 2024	$	20,698		$	335,539		$	208		$	(49,020)		$	1,150		$	308,575
Cash distributions — common stock ($.45 per share)		—			—			—			(9,804)			—			(9,804)
Compensation expense — restricted stock and RSUs		—			1,346			—			—			—			1,346
Shares issued through dividend reinvestment plan		7			180			—			—			—			187
Restricted stock vesting		139			(139)			—			—			—			—
Distributions to non-controlling interests		—			—			—			—			(63)			(63)
Net income		—			—			—			4,155			14			4,169
Other comprehensive loss		—			—			(78)			—			—			(78)
Balances, March 31, 2025	$	20,844		$	336,926		$	130		$	(54,669)		$	1,101		$	304,332

See accompanying notes to consolidated financial statements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

(Unaudited) (Continued on Next Page)


	Three Months Ended
	March 31,
	2026			2025
Cash flows from operating activities:
Net income	$	6,240		$	4,169
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of real estate, net		(3,876)			(1,110)
Increase in net amortization and write-off of unbilled rental income		(374)			(402)
Amortization and write-off of intangibles relating to leases, net		(334)			(252)
Amortization of restricted stock and RSU compensation expense		1,267			1,346
Depreciation and amortization		8,570			6,545
Amortization and write-off of deferred financing costs		323			233
Payment of leasing commissions		(223)			(106)
Equity in (loss) earnings of unconsolidated joint ventures included in other income		6			(25)
Decrease in escrow, deposits, other assets and receivables		609			1,540
Decrease in accrued expenses and other liabilities		(985)			(942)
Net cash provided by operating activities		11,223			10,996

Cash flows from investing activities:
Purchase of real estate		(57,087)			(88,838)
Improvements to real estate		(1,817)			(1,576)
Net proceeds from sale of real estate		9,765			3,456
Distributions of capital from unconsolidated joint venture included in other assets		26			620
Net cash used in investing activities		(49,113)			(86,338)

Cash flows from financing activities:
Proceeds from mortgage financings		17,002			52,121
Repayments of mortgage financings		(2,075)			(3,539)
Scheduled amortization payments of mortgages payable		(2,772)			(2,797)
Proceeds from bank line of credit		38,000			5,000
Repayments on bank line of credit		(6,000)			—
Issuance of shares through dividend reinvestment plan		142			187
Payment of financing costs		(340)			(591)
Distributions to non-controlling interests		(8)			(63)
Cash distributions to common stockholders		(141)			(9,641)
Net cash provided by financing activities		43,808			40,677

Net increase (decrease) in cash, cash equivalents and restricted cash		5,918			(34,665)
Cash, cash equivalents and restricted cash at beginning of year		15,084			45,481
Cash, cash equivalents and restricted cash at end of period	$	21,002		$	10,816

Supplemental disclosure of cash flow information:
Cash paid during the period for interest expense	$	6,719		$	5,200
Supplemental disclosure of non-cash investing activity:
Purchase accounting allocation - intangible lease assets	$	4,989		$	7,888
Purchase accounting allocation - intangible lease liabilities		(1,310)			(1,155)
Supplemental disclosure of non-cash financing activity:
Distributions to common stockholders from other assets	$	(9,599)		$	—

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

(Unaudited) (Continued)

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:


	Three Months Ended
	March 31,
	2026			2025
Cash and cash equivalents	$	20,444		$	8,162
Restricted cash included in escrow, deposits and other assets and receivables		558			2,654
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	21,002		$	10,816

Restricted cash included in escrow, deposits and other assets and receivables represents amounts related to real estate tax and other reserve escrows required to be held by lenders in accordance with the Company’s mortgage agreements. The restriction on these escrow reserves will lapse when the related mortgage is repaid or when the related reserve conditions are satisfied.

See accompanying notes to consolidated financial statements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026

NOTE 1 – ORGANIZATION AND BACKGROUND

One Liberty Properties, Inc. (“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust (“REIT”). OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of industrial properties. As of March 31, 2026, OLP owns 111 properties, including one property owned by a consolidated joint venture. The 111 properties are located in 33 states.

NOTE 2 – SUMMARY ACCOUNTING POLICIES

Principles of Consolidation/Basis of Preparation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the consolidated financial statements and related notes included in OLP’s Annual Report on Form 10-K for the year ended December 31, 2025.

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The consolidated financial statements include the accounts and operations of OLP, its wholly-owned subsidiaries, its joint venture in which the Company, as defined, has a controlling interest and is a variable interest entity (“VIE”) of which the Company is the primary beneficiary. OLP and its consolidated subsidiaries are referred to herein as the “Company”. Material intercompany items and transactions have been eliminated in consolidation.

Purchase Accounting for Acquisition of Real Estate

In acquiring real estate, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and if that requirement is met, the asset group is accounted for as an asset acquisition and not a business combination. Transaction costs incurred with such asset acquisitions are capitalized to real estate assets and depreciated over the applicable useful lives.

The Company allocates the purchase price of real estate, including direct transaction costs applicable to an asset acquisition, among land, building, improvements and intangibles (e.g., the value of above, below and at-market leases, origination costs associated with in-place leases and above or below-market mortgages assumed at the acquisition date). The value, as determined, is allocated to the gross assets acquired based on management’s determination of the relative fair values of these assets and liabilities.

The Company assesses the fair value of the gross assets acquired based on available market information which utilize estimated cash flow projections; such inputs are categorized as Level 3 inputs in the fair value hierarchy. In determining fair value, factors considered by management include an evaluation of current market demand, market capitalization rates and discount rates, estimates of carrying costs (e.g., real estate taxes, insurance, and other operating expenses), and lost rental revenue during the expected lease-up periods. Management also estimates costs to execute similar leases, including leasing commissions and tenant improvements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 2 – SUMMARY ACCOUNTING POLICIES (CONTINUED)

Variable Interest Entities and Investment in Joint Ventures

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

The Company assesses the accounting treatment for each of its investments, including a review of each venture or limited liability company or partnership agreement, to determine the rights of each party and whether those rights are protective or participating. The agreements typically contain certain protective rights, such as the requirement of partner approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget or operating plan. In situations where, among other things, the Company and its partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) prepare or review and approve the joint venture’s tax return before filing, or (iv) approve each lease at a property, the Company does not consolidate as the Company considers these to be substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the joint venture or property. Additionally, the Company assesses the accounting treatment for any interests pursuant to which the Company may have a variable interest as a lessor. Leases may contain certain protective rights, such as the right of sale and the receipt of certain escrow deposits.

Reclassifications

Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current year’s presentation. The Company reclassified certain amounts so that it presents, as it does for the three months ended March 31, 2026, (i) equity in earnings of unconsolidated joint ventures as part of Other income on the consolidated statements of income for the three months ended March 31, 2025, and (ii) investment in unconsolidated joint ventures as part of Escrow, deposits, and other assets and receivables on the consolidated balance sheets for the year ended December 31, 2025.

NOTE 3 – LEASES

Lessor Accounting

The Company owns rental properties which are leased to tenants under operating leases with current expirations ranging from 2026 to 2042, with options to extend or terminate the lease. Revenues from such leases are reported as Rental income, net, and are comprised of (i) lease components, which includes fixed and variable lease payments and (ii) non-lease components which includes reimbursements of property level operating expenses. The Company does not separate non-lease components from the related lease components, as the timing and pattern of transfer are the same, and account for the combined component in accordance with ASC 842.

Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of its respective leases, and any lease incentives paid or payable to the lessee, reported on a straight-line basis over the non-cancelable term of the lease. Variable lease revenues typically include payments based on (i) tenant reimbursements, (ii) changes in the index or market-based indices after the inception of the lease and (iii) percentage rents. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 3 – LEASES (CONTINUED)

The components of lease revenues are as follows (amounts in thousands):


	Three Months Ended
	March 31,
	2026			2025
Fixed lease revenues	$	21,856		$	19,536
Variable lease revenues		4,773			4,382
Lease revenues (a)	$	26,629		$	23,918

(a)	Excludes amortization related to lease intangible assets and liabilities of $334 and $252 for the three months ended March 31, 2026 and 2025, respectively.

In many of the Company’s leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in the Company’s consolidated financial statements. To the extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded.

On a quarterly basis, the Company assesses the collectability of substantially all lease payments due by, among other things, reviewing the tenant’s payment history or financial condition. Changes to collectability are recognized as a current period adjustment to rental revenue. As of March 31, 2026, the Company has assessed the collectability of all recorded lease revenues as probable.

Minimum Future Rents

As of March 31, 2026, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of lease intangibles or incentives and (ii) variable lease payments as described above.


From April 1 – December 31, 2026	$	64,250
For the year ending December 31,
2027		79,965
2028		68,583
2029		56,079
2030		44,333
2031		30,939
Thereafter		58,398
Total	$	402,547

Lease Termination Fees

In March 2026, the Company recognized an aggregate of $1,327,000 from two industrial tenants in lease buy-out transactions. In connection with these transactions, the Company also wrote-off the tenants’ aggregate unbilled rent receivable balances of $119,000, as a decrease to Rental income, net.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 3 – LEASES (CONTINUED)

Lessee Accounting

Ground Lease

The Company is a lessee under a ground lease in Greensboro, North Carolina, which is classified as an operating lease. The ground lease expires March 3, 2030 and provides for up to three, five-year renewal options and one seven-month renewal option. As of March 31, 2026, the remaining lease term is 3.9 years. The Company recognized lease expense related to this ground lease of $122,000 for each of the three months ended March 31, 2026 and 2025, respectively, which is included in Real estate expenses on the consolidated statements of income.

Office Lease

The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires December 31, 2031 and provides for a five-year renewal option. As of March 31, 2026, the remaining lease term, including the renewal option deemed exercised, is 10.8 years. The Company recognized lease expense related to this office lease of $14,000 for each of the three months ended March 31, 2026 and 2025, respectively, which is included in General and administrative expenses on the consolidated statements of income.

Minimum Future Lease Payments

As of March 31, 2026, the minimum future lease payments related to these operating leases are as follows (amounts in thousands):


From April 1 – December 31, 2026	$	471
For the year ending December 31,
2027		629
2028		630
2029		692
2030		180
2031		55
Thereafter		301
Total undiscounted cash flows	$	2,958
Present value discount		(485)
Lease liability	$	2,473

The lease liability is included in Accrued expenses and other liabilities on the consolidated balance sheet.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 4 – REAL ESTATE ACQUISITIONS

The following tables detail the Company’s real estate asset acquisitions (all of which were acquired on January 29, 2026) and purchase price allocations during the three months ended March 31, 2026 (amounts in thousands):


		Contract			Mortgage Terms on Acquired Property									Capitalized
		Purchase			Amount of				Interest			Year of		Transaction
Description of Industrial Property		Price			Debt				Rate			Maturity		Costs
Mondelez Global LLC
Greensboro, North Carolina		$	7,700		$	4,047	(a)		5.53	%		2033		$	38
Mondelez Global LLC
West Columbia, South Carolina			6,600			3,656	(a)		5.53	%		2033			33
Mondelez Global LLC
Omaha, Nebraska			6,900			3,808	(a)		5.53	%		2033			38
Mondelez Global LLC
Birmingham, Alabama			5,600			—			—			—			45
ABC Supply Interiors, Inc.
Oklahoma City, Oklahoma			2,800			1,581	(a)		5.53	%		2033			40
ABC Supply Interiors, Inc.
Spanish Fork, Utah			4,000			2,686	(a)		5.53	%		2033			48
Husqvarna U.S. Holding, Inc.
Blythewood, South Carolina			15,500			—			—			—			39
Bimbo Bakeries, Inc.
Richland, Mississippi			2,100			1,224	(a)		5.53	%		2033			39
HABE USA, Inc.
Richland, Mississippi			2,000			—			—			—			33
Owens & Minor Distribution, Inc.
Richland, Mississippi			3,500			—			—			—			34
Totals for the three months ended March 31, 2026		$	56,700		$	17,002								$	387

(a)	These mortgages are cross-defaulted.


														Rate (a)
					Building &		Intangible Lease							Market
Description of Industrial Property		Land			Improvements		Asset			Liability		Total		Cap	Discount
Mondelez Global LLC
Greensboro, North Carolina		$	871		$	6,271	$	859		$	(263)	$	7,738	5.75%	7.25%
Mondelez Global LLC
West Columbia, South Carolina			501			5,631		805			(304)		6,633	5.75%	7.25%
Mondelez Global LLC
Omaha, Nebraska			1,707			4,719		897			(385)		6,938	6.25%	7.75%
Mondelez Global LLC
Birmingham, Alabama			698			4,759		188			—		5,645	5.75%	7.25%
ABC Supply Interiors, Inc.
Oklahoma City, Oklahoma			618			1,864		358			—		2,840	6.75%	8.25%
ABC Supply Interiors, Inc.
Spanish Fork, Utah			1,432			2,384		463			(231)		4,048	5.75%	7.25%
Husqvarna U.S. Holding, Inc.
Blythewood, South Carolina			526			14,807		206			—		15,539	5.75%	7.25%
Bimbo Bakeries, Inc.
Richland, Mississippi			578			1,232		329			—		2,139	9.00%	10.50%
HABE USA, Inc.
Richland, Mississippi			279			1,483		341			(70)		2,033	9.00%	10.50%
Owens & Minor Distribution, Inc.
Richland, Mississippi			435			2,613		543			(57)		3,534	8.75%	10.25%
Totals for the three months ended March 31, 2026		$	7,645		$	45,763	$	4,989		$	(1,310)	$	57,087

(a)

The fair value of the tangible assets and lease-related intangibles were assessed as of the acquisition date using an income approach and estimated cash flow projections which utilize an appropriate market capitalization rate and discount rate which are categorized as Level 3 unobservable inputs in the fair value hierarchy (as defined in Note 10).

Acquisition subsequent to March 31, 2026

On April 30, 2026, the Company acquired 14 acres of land for $800,000 – this land is adjacent to the Blythewood, South Carolina property acquired on January 29, 2026.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 5 – SALES OF PROPERTIES AND PROPERTY HELD-FOR-SALE

Sales of Properties

The following table details the Company’s sales of real estate during the three months ended March 31, 2026 and 2025 (amounts in thousands):


			Gross		Gain on Sale of
Description of Property	City, State	Date Sold	Sales Price		Real Estate, Net
Vacant retail property	Cary, North Carolina	March 13, 2026	$	6,000	$	2,518
Havertys retail property	Newport News, Virginia	March 31, 2026		4,200		1,358
Totals for the three months ended March 31, 2026			$	10,200	$	3,876	(a)


Land and improvements (b)	Lakewood, Colorado	January 16, 2025	$	400	$	(44)	(b)
Hooters restaurant property	Concord, North Carolina	January 21, 2025		3,253		1,154
Totals for the three months ended March 31, 2025			$	3,653	$	1,110	(c)

(a)	As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $31 of unbilled rent receivables and $2 of other assets and receivables.

(b)	This property was owned by a consolidated joint venture in which the Company held a 90% interest. The non-controlling interest’s share of the loss was $4.

(c)	As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $73 of unbilled rent receivables and $162 of net unamortized intangible lease assets.

Property Held-for-Sale

In January 2026, the Company entered into a contract, as thereafter amended, to sell a retail property located in South Euclid, Ohio for $1,483,000. The buyer’s right to terminate the contract without penalty expired on March 18, 2026. At March 31, 2026, the Company classified the $1,283,000 net book value of the property’s land, building, improvements and the unamortized balances of unbilled rent receivable and intangible lease assets and liabilities as Property held-for-sale in the accompanying consolidated balance sheet. The property was sold on April 16, 2026 and the sale will result in a gain of approximately $118,000, which will be recognized as Gain on sale of real estate, net, in the consolidated statements of income for the three and six months ending June 30, 2026.

Sales subsequent to March 31, 2026

During the quarter ended March 31, 2026, the Company entered into contracts to sell the following properties (amounts in thousands):

Estimated Gain

Date Sold/

Gross Sales

on Sale of Real

Description of Property

City, State

Held-for-Sale (a)

Estimated Sale

Price

Estate, net (b)

Multi-tenant retail property

Champaign, Illinois

April 22, 2026

May 5, 2026

7,498

3,300

Multi-tenant retail property (c)

El Paso, Texas

April 24, 2026

June 2, 2026

17,500

9,800

(a)	The Company has determined the held-for-sale criteria has been met as the buyers’ right to terminate the contracts without penalty expired on these dates.

(b)	Such estimated gains are anticipated to be recognized as Gain on sale of real estate, net, in the consolidated statements of income for the three and six months ending June 30, 2026.

(c)	In connection with this sale, the Company intends to pay off the mortgage on this property which had a balance of $8,306 as of March 31, 2026.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 6 – DEBT OBLIGATIONS

Mortgages Payable

The following table details the Mortgages payable, net, balances per the consolidated balance sheets (amounts in thousands):


	March 31,			December 31,
	2026			2025
Mortgages payable, gross	$	534,656		$	522,501
Unamortized deferred financing costs		(4,690)			(4,629)
Unamortized mortgage intangible assets		(496)			(530)
Mortgages payable, net	$	529,470		$	517,342

The following table sets forth, as of March 31, 2026, scheduled principal repayments with respect to the Company’s mortgage debt (amounts in thousands):


		For the Nine
		Months Ending			For the Years Ending
		December 31,			December 31,
		2026			2027			2028			2029			2030			Thereafter			Total
Amortization payments		$	8,346		$	10,281		$	9,656		$	7,602		$	6,629		$	24,498		$	67,012
Principal due at maturity			17,767			38,525			30,155			79,386			71,429			230,382			467,644
Total		$	26,113		$	48,806		$	39,811		$	86,988		$	78,058		$	254,880		$	534,656

Line of Credit

The Company’s credit facility with Manufacturers and Traders Trust Company and VNB New York, LLC, provides that it may borrow up to $100,000,000, subject to borrowing base requirements. The facility is available for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes will not exceed the lesser of $40,000,000 and 40% of the borrowing base. Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under the credit facility. The facility is guaranteed by subsidiaries of the Company that own unencumbered properties and the Company is required to pledge to the lenders the equity interests in such subsidiaries.

The facility, which matures December 31, 2026, provides for an interest rate equal to 30-day SOFR plus an applicable margin ranging from 175 basis points to 275 basis points depending on the ratio of the Company’s total debt to total value, as determined pursuant to the facility. The applicable margin was 175 basis points at each of March 31, 2026 and 2025. An unused facility fee of 0.25% per annum applies to the facility. The Company had $32,000,000 outstanding on the facility at March 31, 2026 and there was no balance outstanding at December 31, 2025. The weighted average interest rate was approximately 5.42% and 6.07% for the three months ended March 31, 2026 and 2025, respectively. The Company was in compliance with all covenants at each of March 31, 2026 and 2025.

At March 31, 2026 and May 1, 2026, $68,000,000 and $74,500,000, respectively, was available to be borrowed under the facility, including an aggregate of up to $32,000,000 and $38,500,000, respectively, available for renovation and operating expense purposes. At May 1, 2026, there was $25,500,000 outstanding on the facility and the interest rate was 5.40%.

At March 31, 2026 and December 31, 2025, the Company had unamortized deferred financing costs of $137,000 and $183,000, respectively, which are included in Escrow, deposits and other assets and receivables on the consolidated balance sheets.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 7 – CONSOLIDATED JOINT VENTURE AND VARIABLE INTEREST ENTITY

Variable Interest Entity – Consolidated Joint Venture

As of March 31, 2026, the Company has one consolidated joint venture in which it holds a 95% interest. The Company has determined that (i) this joint venture is a VIE because the non-controlling interest does not hold substantive kick-out or participating rights and (ii) it is the primary beneficiary of this VIE as it has the power to direct the activities that most significantly impact the joint venture’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the operations of this VIE for financial statement purposes. The VIE’s creditors do not have recourse to the assets of the Company other than those held by the joint venture.

The following is a summary of the consolidated VIE’s carrying amounts and classification in the Company’s consolidated balance sheets, none of which are restricted (amounts in thousands):


	March 31,			December 31,
	2026			2025
Land	$	3,815		$	3,815
Building and improvements, net of accumulated depreciation of $3,290 and $3,215, respectively		6,257			6,332
Cash		328			315
Unbilled rent receivable		132			138
Escrow, deposits and other assets and receivables		99			184
Mortgage payable, net of unamortized deferred financing costs of $41 and $45, respectively		7,061			7,143
Accrued expenses and other liabilities		38			73
Non-controlling interest in consolidated joint venture		189			194

Distributions to our joint venture partner are determined pursuant to the applicable operating agreement and, in the event of a sale of, or refinancing of the mortgage encumbering, the property owned by such venture, the distributions to the Company may be less than that implied by the Company’s equity ownership interest in the venture.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock Dividend

On March 5, 2026, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,816,000. The quarterly dividend was paid on April 6, 2026 to stockholders of record at the close of business on March 27, 2026.

Dividend Reinvestment Plan

The Company’s Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at 3%. Under the DRP, the Company issued approximately 7,000 shares of common stock during each of the three months ended March 31, 2026 and 2025, respectively.

Stock Repurchase Program

The Board of Directors authorized a repurchase program pursuant to which the Company can repurchase shares of its common stock in open-market, through privately negotiated transactions or otherwise. No shares were repurchased by the Company during the three months ended March 31, 2026 and 2025. As of March 31, 2026, the Company is authorized to repurchase approximately $8,082,000 of shares of common stock.

Stock Based Compensation

The Company’s 2025, 2022 and 2019 Incentive Plans (collectively, the “Plans”), permit the Company to grant, among other things, stock options, restricted stock, RSUs, performance share awards and dividend equivalent rights and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 750,000 shares of the Company’s common stock were authorized for issuance pursuant to each plan at such plan’s inception.

The following details the shares subject to awards that are outstanding under the Plans as of March 31, 2026:


	Restricted Stock	RSUs	Totals
2025 Incentive Plan	154,455	91,075	245,530
2022 Incentive Plan (a)	445,970	172,000	617,970
2019 Incentive Plan (a)	143,825	—	143,825
Totals	744,250	263,075	1,007,325

(a)	No additional awards may be granted under such plans.

Restricted Stock

For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the balance sheet until they vest; however, dividends are paid on the unvested shares. The restricted stock grants are charged to General and administrative expense over the respective vesting periods based on the market value of the common stock on the grant date. Unless earlier forfeited because the participant’s relationship with the Company terminated, unvested restricted stock awards vest five years from the grant date, and under certain circumstances may vest earlier.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)

RSUs

The following table reflects the RSUs outstanding as of March 31, 2026:


		2025 Grant	2024 Grant	2023 Grant
RSUs outstanding (a)(b)		91,075	87,500	84,500
Vesting date (c)(d)		6/30/2028	6/30/2027	6/30/2026

(a)	The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.

(b)	No shares were granted, vested or forfeited during the three months ended March 31, 2026 and 2025.

(c)	Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.

(d)

RSUs vest upon satisfaction of metrics related to average annual total stockholder return (“TSR Metric”) and average annual return on capital (“ROC Metric”; together with the TSR Metric, the “Metrics”) and are issued to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied.

The Metrics and other material terms and conditions of the RSUs are as follows:


			Performance Criteria (a)
Year RSU Granted	Metric	Weight	Minimum	Maximum
2023 - 2025 (b)(c)	ROC Metric (d)	50%	Average annual of at least 6.0%	Average annual of at least 8.75%
	TSR Metric (e)	50%	Average annual of at least 6.0%	Average annual of at least 11.0%

(a)	If the Metrics fall between the applicable minimum and maximum performance criteria, a pro-rata portion of such units (as calculated pursuant to the applicable award agreement), as applicable, vest.

(b)	The RSUs are not entitled to voting rights.

(c)

Upon vesting, the holders of such RSUs receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. As of March 31, 2026 and December 31, 2025, the Company accrued an aggregate of $530,000 and $474,000 of dividend equivalents, respectively, for the unvested RSUs based on the number of shares, underlying such RSUs, that would have been issued using performance and market assumptions determined at such dates.

(d)	The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the date of grant. For ROC Awards, the Company does not recognize expense when performance conditions are not expected to be met; such performance assumptions are re-evaluated quarterly.

(e)	The TSR Metrics meet the definition of a market condition. A third-party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-year service period.

As of March 31, 2026, based on performance and market assumptions, the fair value of the RSUs granted in 2025, 2024 and 2023 is $1,240,000, $1,395,000, and $1,190,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)

The following is a summary of the activity of the Plans:


	Three Months Ended
	March 31,
	2026			2025
Restricted stock:
Number of shares granted		161,285			154,390
Average per share grant price	$	21.17		$	25.52
Deferred compensation to be recognized over vesting period	$	3,414,000		$	3,940,000

Number of non-vested shares:
Non-vested beginning of the period		728,795			727,140
Grants		161,285			154,390
Vested during the period		(145,830)			(139,300)
Forfeitures		—			(60)
Non-vested end of the period		744,250			742,170

RSUs (a):
Number of non-vested shares:
Non-vested beginning of the period		263,075			256,740
Grants		—			—
Vested during the period		—			—
Forfeitures		—			—
Non-vested end of the period		263,075			256,740

Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares	$	24.39		$	24.52
Value of stock vested during the period	$	2,972,000		$	3,914,000
Weighted average per share value of shares forfeited during the period	$	—		$	25.52

Total charge to operations:
Outstanding restricted stock grants	$	1,038,000		$	938,000
Outstanding RSUs		229,000			408,000
Total charge to operations	$	1,267,000		$	1,346,000

(a)	There were no RSUs granted during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, total compensation costs of $9,772,000 and $1,620,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average remaining vesting period is 2.8 years for the restricted stock and 1.3 years for the RSUs. The Company recognizes the effect of forfeitures on restricted stock awards and RSUs when they occur, and previously recognized compensation expense is reversed in the period the grant or unit is forfeited.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 9 – EARNINGS PER COMMON SHARE

Basic earnings per share was determined by dividing net income allocable to common stockholders for each period by the weighted average number of shares of common stock outstanding during the applicable period. Net income is also allocated to the unvested restricted stock outstanding during each period, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. As of March 31, 2026, the shares of common stock underlying the RSUs (see Note 8) are excluded from the basic earnings per share calculation, as these units are not participating securities until they vest and are issued.

Diluted earnings per share reflects the potential dilution that could occur if securities or other rights exercisable for, or convertible into, common stock were exercised or converted or otherwise resulted in the issuance of common stock that shared in the earnings of the Company.

The following table provides a reconciliation of the numerator and denominator of earnings per share calculations (amounts in thousands, except per share amounts):


	Three Months Ended
	March 31,
	2026			2025
Numerator for basic and diluted earnings per share:
Net income	$	6,240		$	4,169
Deduct net income attributable to non-controlling interests		(3)			(14)
Deduct earnings allocated to unvested restricted stock (a)		(335)			(334)
Net income available for common stockholders: basic and diluted	$	5,902		$	3,821

Denominator for basic earnings per share:
Weighted average number of common shares outstanding		21,054			20,820
Effect of dilutive securities: RSUs		69			131
Denominator for diluted earnings per share:
Weighted average number of shares		21,123			20,951

Earnings per common share: basic and diluted	$	.28		$	.18

(a)	Represents an allocation of distributed earnings to unvested restricted stock that, as participating securities, are entitled to receive dividends.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 9 – EARNINGS PER COMMON SHARE (CONTINUED)

The following table identifies the number of shares of common stock underlying the RSUs that are included in the calculation, on a diluted basis, for such periods:


As of March 31, 2026:
		Total Number		Shares Included Based on (a)
		of Underlying		Return on		Stockholder				Shares
Date of Award		Shares		Capital Metric		Return Metric		Total		Excluded (b)
July 1, 2025 (c)		91,075		45,537		—		45,537		45,538
July 16, 2024 (c)(d)		87,500		35,413		—		35,413		52,087
July 1, 2023 (c)(d)		84,500		31,637		41,513		73,150		11,350
Totals		263,075		112,587		41,513		154,100		108,975


As of March 31, 2025:
		Total Number		Shares Included Based on (a)
		of Underlying		Return on		Stockholder				Shares
Date of Award		Shares		Capital Metric		Return Metric		Total		Excluded (b)
July 16, 2024 (c)(d)		88,250		19,628		44,125		63,753		24,497
July 1, 2023 (c)(d)		85,250		22,856		42,625		65,481		19,769
July 1, 2022 (e)		83,240		30,682		33,760		64,442		18,798
Totals		256,740		73,166		120,510		193,676		63,064

(a)	Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is March 31 of the applicable period.

(b)	Excluded as the applicable conditions had not been met for these shares at the applicable measurement dates.

(c)	The RSUs awarded in 2025, 2024 and 2023 vest, subject to satisfaction of the applicable market and/or performance conditions, as of June 30, 2028, 2027 and 2026, respectively (see Note 8).

(d)	In May 2025, RSUs with respect to 750 shares were forfeited pursuant to each of the RSUs awarded in 2024 and 2023, as the recipient did not maintain a relationship with the Company during the applicable three-year performance cycle.

(e)	With respect to the RSUs awarded July 1, 2022, 36,704 shares were deemed to have vested and the balance of 46,536 shares were forfeited as of June 30, 2025. The vested shares were issued in August 2025.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 10 – FAIR VALUE MEASUREMENTS

The Company measures the fair value of financial instruments based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. In accordance with the fair value hierarchy, Level 1 assets/liabilities are valued based on quoted prices for identical instruments in active markets, Level 2 assets/liabilities are valued based on quoted prices in active markets for similar instruments, on quoted prices in less active or inactive markets, or on other “observable” market inputs and Level 3 assets/liabilities are valued based significantly on “unobservable” market inputs. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The carrying amounts of cash and cash equivalents, escrow, deposits and other assets and receivables (excluding interest rate swaps), dividends payable, and accrued expenses and other liabilities, are not measured at fair value on a recurring basis but are considered to be recorded at amounts that approximate fair value.

The fair value and carrying amounts of the Company’s mortgages payable are as follows (dollars in thousands):


	March 31,			December 31,
	2026			2025
Fair value of mortgages payable (a)	$	530,252		$	517,660
Carrying value of mortgages payable, gross	$	534,656		$	522,501
Fair value less than the carrying value	$	(4,404)		$	(4,841)
Blended market interest rate (a)		5.47	%		5.44	%
Weighted average interest rate		4.91	%		4.88	%
Weighted average remaining term to maturity (years)		5.6			5.8

(a)	Estimated using unobservable inputs such as available market information and discounted cash flow analysis based on borrowing rates the Company believes it could obtain with similar terms and maturities. These fair value measurements fall within Level 3 of the fair value hierarchy.

At March 31, 2026, the $32,000,000 carrying amount of the Company’s line of credit approximates its fair value as the line of credit has a variable interest rate and approximates market rates.

Fair Value on a Recurring Basis

As of March 31, 2026, the Company had in effect two interest rate derivatives, both of which were interest rate swaps, related to two outstanding mortgage loans with an aggregate $1,617,000 notional amount. These interest rate swaps, both of which (i) were designated as cash flow hedges, converting SOFR based variable rate mortgages to fixed annual rate mortgages, (ii) mature in July 2026 and (iii) have an interest rate of 3.24%. The Company’s objective in using interest rate swaps is to add stability to interest expense. The Company does not use derivatives for trading or speculative purposes.

Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This fair value analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. Although the Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the associated credit valuation adjustments use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparty. As of March 31, 2026, the Company has assessed and determined the impact of the credit valuation adjustments on the overall valuation of its derivative positions is not significant. As a result, the Company determined its derivative valuation is classified in Level 2 of the fair value hierarchy. The Company does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 10 – FAIR VALUE MEASUREMENTS (CONTINUED)

The carrying and fair value of the Company’s derivative financial instruments was $9,000 and $16,000 as of March 31, 2026 and December 31, 2025, respectively. The fair value of the Company’s derivatives is reflected in Escrow, deposits and other assets and receivables on the consolidated balance sheets. As of March 31, 2026 and December 31, 2025, there were no derivatives in a liability position.

The following table presents the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods presented (amounts in thousands):


		Three Months Ended
		March 31,
		2026		2025
Amount of gain recognized on derivatives in other comprehensive income		$	1	$	1
Amount of reclassification from Accumulated other comprehensive income into Interest expense			8		79

During the twelve months ending March 31, 2027, the Company estimates an additional $9,000 will be reclassified from Accumulated other comprehensive income as a decrease to Interest expense.

The derivative agreements in effect at March 31, 2026 provide that if the wholly-owned subsidiary of the Company which is a party to such agreement defaults or is capable of being declared in default on any of its indebtedness, then a default can be declared on such subsidiary’s derivative obligation. In addition, the Company is a party to the derivative agreements and if there is a default by the subsidiary on the loan subject to the derivative agreement to which the Company is a party and if there are swap breakage losses on account of the derivative being terminated early, the Company could be held liable for such swap breakage losses.

NOTE 11 – RELATED PARTY TRANSACTIONS

Compensation and Services Agreement

Pursuant to the compensation and services agreement (“C&SA”) with Majestic Property Management LLC (“Majestic”), Majestic provides the Company with certain (i) executive, administrative, legal, accounting, clerical, property management, property acquisition, consulting (i.e., sale, leasing, brokerage, and mortgage financing), and construction supervisory services (collectively, the “Services”) and (ii) facilities and other resources. Majestic provides compensation to several of the Company’s executive officers and is indirectly owned by, among others, Matthew J. Gould, the Company’s chairman, and Jeffrey A. Gould, a director and senior vice president of the Company.

In consideration for the Services, the Company paid Majestic $979,000 and $888,000 for the three months ended March 31, 2026 and 2025, respectively. Included in these amounts are fees for property management services of $451,000 and $390,000 for the three months ended March 31, 2026 and 2025, respectively. The amounts paid for property management services are based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by the Company from net lease tenants and operating lease tenants, respectively. The Company does not pay Majestic for property management services with respect to properties managed by third parties. The Company also paid Majestic, pursuant to the C&SA, $92,000 and $87,000 for the three months ended March 31, 2026 and 2025, respectively, for the Company’s share of all direct office expenses, including rent, telephone, postage, computer services, internet usage and supplies.

Executive officers and others providing services to the Company under the C&SA were awarded shares of restricted stock and restricted stock units (“RSUs”) under the Company’s stock incentive plans (described in Note 8). The related expense charged to the Company’s operations was $527,000 and $648,000 for the three months ended March 31, 2026 and 2025, respectively.

The amounts paid under the C&SA (except for the property management services which are included in Real estate expenses) and the costs of the stock incentive plans are included in General and administrative expense on the consolidated statements of income.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2026 (CONTINUED)

NOTE 11 – RELATED PARTY TRANSACTIONS (CONTINUED)

Other

During the three months ended March 31, 2026 and 2025, the Company paid quarterly fees of (i) $88,000 and $85,000, respectively, to the Company’s chairman and (ii) $34,000 and $34,000, respectively, to the Company’s vice-chairman. These fees are included in General and administrative expenses on the consolidated statements of income.

The Company obtains its property insurance in conjunction with Gould Investors L.P. (“Gould Investors”), a related party, and reimburses Gould Investors annually for the Company’s insurance cost relating to its properties. Amounts reimbursed to Gould Investors were $104,000 during the three months ended March 31, 2026. Included in Real estate expenses on the consolidated statements of income is insurance expense of $778,000 and $275,000 for the three months ended March 31, 2026 and 2025, respectively, of amounts reimbursed to Gould Investors in prior periods.

NOTE 12 – SEGMENT REPORTING

Substantially all of the Company’s real estate assets, at acquisition, are comprised of real estate owned that is leased to tenants. Therefore, the Company aggregates real estate assets for reporting purposes and operates in one reportable segment.

The Company’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer and Chief Operating Officer. As the Company operates in one reportable segment, the CODMs are provided the consolidated income statement (detailing total revenues, total operating expenses, operating income and net income). This financial report assists the CODMs in assessing the Company’s financial performance and in allocating resources appropriately.

NOTE 13 – NEW ACCOUNTING PRONOUNCEMENT

In November 2024, the FASB issued ASU No. 2024–03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220–40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses into specified categories within the footnotes to the financial statements. ASU No. 2024–03 is applicable for fiscal years beginning after December 15, 2026. The Company is in the process of evaluating the new guidance to determine the extent to which it will impact the Company’s consolidated financial statements.

NOTE 14 – SUBSEQUENT EVENTS

Subsequent events have been evaluated and except as previously disclosed herein, there were no other events relative to the consolidated financial statements that require additional disclosure.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contains certain 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”). We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “could,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions or variations thereof and include, without limitation, statements regarding our future estimated base rent, funds from operations, adjusted funds from operations and our dividend. Among other things, forward looking statements with respect to (i) estimates of base rent and rental income exclude variable rent (including tenant reimbursements) and the adjustments required by GAAP to present rental income, (ii) estimates of base rent may not, unless otherwise expressly indicated, reflect the expenses (e.g., real estate expenses, interest, depreciation and amortization or any one or more of the foregoing) with respect to the associated property, (iii) anticipated property purchases, sales, financings and/or refinancings may not be completed during the period or on the terms indicated or at all, (iv) estimates of gains from property sales or proceeds from financing or refinancing transactions are subject to adjustment, among other things, because actual closing costs may differ from the estimated costs and (v) anticipated rent increases, including those tied to filling of vacancies or as a result of market-to-market opportunities (i.e., renewing leased premises at higher rental rates) may not be realized. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performance or achievements.

The uncertainties, risks and factors which may cause actual results to differ materially from current expectations include, but are not limited to:

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the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies;

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adverse changes and disruption in the sectors in which our tenants operate which could impact our tenants’ ability to pay rent and expense reimbursement;

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the level and volatility of interest rates;

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loss or bankruptcy of one or more of our tenants, and bankruptcy laws that may limit our remedies if a tenant becomes bankrupt and rejects its lease;

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general economic and business conditions and developments, including those currently affecting or that may affect our economy;

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general and local real estate conditions, including any changes in the value of our real estate;

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our ability to renew or re-lease space as leases expire;

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our ability to pay dividends;

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the effect of changes in political conditions in the U.S., including in connection with the administration’s policies and priorities, or otherwise;

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changes in governmental laws and regulations relating to real estate and related investments;

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compliance with credit facility and mortgage debt covenants;

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the availability of, and costs associated with, sources of capital and liquidity;

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competition in our industry;

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technological changes, such as artificial intelligence, autonomous vehicles, reconfiguration of supply chains, robotics, 3D printing or other technologies;

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potential natural disasters, epidemics, pandemics or outbreak of infectious disease, such as COVID-19, and other

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potentially catastrophic events such as acts of war and/or terrorism; and

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the other risks, uncertainties and factors described in the reports and documents we file with the SEC including the risks, uncertainties and factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) under the caption “Item 1A. Risk Factors” for a discussion of certain factors which may cause actual results to differ materially from current.

In light of the factors referred to above, the future events discussed or incorporated by reference in this report and other documents we file with the SEC may not occur, and actual results, performance or achievements could differ materially from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not rely on any forward-looking statements.

Except as may be required under the U.S. federal securities laws, we undertake no obligation to publicly update our forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make in our reports that are filed with or furnished to the SEC.

Challenges and uncertainties facing the St. Louis Park, Minnesota property

As reported in our Annual Report on Form 10-K for the year ended December 31, 2025, we recorded an impairment charge of $3.3 million with respect to our retail property located at St. Louis Park, Minnesota. At March 31, 2026, approximately 75% of the property is vacant. Based on the lease in effect at April 1, 2026, we expect this property to generate rental income (excluding tenant reimbursements) of $505,000 and in 2025, we generated $917,000 of rental income (excluding tenant reimbursements) from this property. We estimate that this property will incur unreimbursed real estate expenses of approximately $400,000 during the nine months ending December 31, 2026. We are pursuing the sale and/or lease of this property and may be required to take additional impairment(s) with respect thereto.

Overview

We are a self-administered and self-managed real estate investment trust, or REIT. To qualify as a REIT, under the Internal Revenue Code of 1986, as amended, we must meet a number of organizational and operational requirements, including a requirement that we distribute currently at least 90% of ordinary taxable income to our stockholders. We intend to comply with these requirements and to maintain our REIT status.

We acquire, own and manage a geographically diversified portfolio consisting primarily of industrial properties. As of March 31, 2026, we own 111 properties with approximately 12.4 million square feet, (including 79 industrial properties with approximately 11.0 million square feet) located in 33 states. Based on square footage, our occupancy rate at March 31, 2026 is approximately 98.8%.

We face a variety of risks and challenges in our business, including the possibility we will not be able to: lease our properties on terms favorable to us or at all; collect amounts owed to us by our tenants; renew or re-let, on acceptable terms, leases that are expiring or otherwise terminating; acquire or dispose of properties on acceptable terms; or grow, through acquisitions or otherwise, our property portfolio so as to generate additional net income and cash for distribution.

Other than with respect to our continuing focus on acquiring industrial properties, we generally seek to manage the risk of our real property portfolio and the related financing arrangements by (i) diversifying among locations, tenants, scheduled lease expirations, mortgage maturities and lenders, and (ii) minimizing our exposure to interest rate fluctuations.

We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable situation. Generally, based on our assessment of the credit risk posed by our tenants, we monitor a tenant’s financial condition through one or more of the following actions: reviewing tenant financial statements or other financial information, obtaining other tenant related information, reviewing changes in tenant payment patterns, regular contact with tenant’s representatives, tenant credit checks and regular management reviews of our tenants. We may sell a property if the tenant’s financial condition is unsatisfactory.

In acquiring and disposing of properties, among other things, we evaluate the terms of the leases, the credit of the existing tenants, the terms and conditions of the related financing arrangeme

ONE LIBERTY PROPERTIES INC 10-Q