Terreno Realty Corp 8-K

What Happened

• Terreno Realty Corp filed an 8‑K on February 17, 2026 and a Prospectus Supplement the same day announcing a new "at‑the‑market" (ATM) equity offering program under which it may issue and sell up to $500,000,000 of common stock.
• The Company entered into Distribution Agreements with multiple sales agents (including KeyBanc, Robert W. Baird, BMO Capital Markets, BTIG, Goldman Sachs, Jefferies, Piper Sandler, Scotia, Truist and others) to sell shares from time to time in negotiated or exchange/market‑maker transactions.
• The Company will pay commissions to sales agents of no more than 2.0% of the gross sales price and has no obligation to sell any shares.

Key Details

• Offering size: up to $500,000,000 of common stock under the Prospectus Supplement dated Feb 17, 2026 (filed under the Company’s Form S‑3, File No. 333‑276959).
• Sales agents: multiple investment banks engaged as agents; sales may be on the NYSE, to or through market makers, or in negotiated/block transactions.
• Commission: up to 2.0% of gross sales price per sale through an agent.
• Replacement of prior program: under Terreno’s prior ATM (Aug 28, 2024–Feb 13, 2026) the Company sold 6,977,280 shares at a weighted average price of $66.56, generating approx. $464,392,308 in gross proceeds; the new ATM replaces that prior program.
• Intended use of net proceeds (if any): general corporate purposes, which may include acquisitions, developments/redevelopments and repayment of indebtedness, including borrowings under the Company’s credit facility.

Why It Matters

• This ATM gives Terreno flexible, on‑demand access to equity capital, which management can use to fund growth or reduce debt without a single large-priced offering.
• If the Company elects to sell shares under the program, existing shareholders could experience dilution and the market could react to incremental share issuance; however, there is no obligation to sell any shares.
• The relatively modest agent commission (≤2.0%) and the use of established distribution channels mean the Company can raise capital efficiently when and if it chooses.