STOCK TITAN

NewLake Capital (OTCQX: NLCP) Q2 profit falls as rental income softens

(Moderate)
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

NewLake Capital Partners, an internally managed cannabis-focused REIT, reported second‑quarter 2026 total revenue of $12.1 million, down from $12.9 million a year earlier. Rental income was $11.8 million, and net income attributable to common stockholders was $5.9 million, or $0.29 per diluted share, versus $7.3 million, or $0.35, in 2025.

The decline primarily reflects lost rent from three cultivation properties in Massachusetts, Pennsylvania and Nevada that became vacant in 2025 and remain available for lease, partially offset by contractual rent escalations and contributions from 2025 Ohio acquisitions. As of June 30, 2026, NewLake owned 34 properties in 12 states, including 31 leased and 3 available, with net real estate of $363.6 million and total assets of $414.8 million.

The balance sheet remained lightly leveraged, with $7.6 million drawn on a $90.0 million revolving credit facility and equity of $388.9 million. A subsequent amendment extended the facility’s maturity to May 6, 2029 and reset the interest rate to at least the Prime Rate or 6.25%. The board declared quarterly dividends of $0.43 per share, matching the prior year. NewLake highlighted tenant concentration risk, notably The Cannabist Company’s Canadian restructuring and U.S. Chapter 15 recognition, though Cannabist remained current on rent and posted security deposits of about $0.48 million.

Positive

  • None.

Negative

  • None.

Filing Explained

Existing holders had no disclosed ATM issuance as of June 30, while options, warrants, and equity awards remain potential issuance mechanisms.

The June 30 quarterly filing reports that NewLake had an ATM program permitting up to $50.0 million of common-stock sales, but no shares had been issued under it as of June 30, 2026. Accordingly, the disclosed program is available issuance capacity, not a completed equity financing or current ATM dilution.

An at-the-market program allows an issuer to sell new shares gradually into the open market at prevailing prices rather than in one priced transaction. The filing separately reports 791,790 fully exercisable stock options and 602,392 warrants, each exercisable at $24.00 per share and expiring on July 15, 2027; these were outstanding rights, not shares issued in the quarter.

The equity compensation disclosures also show 75,203 unvested restricted stock units and 110,721 unvested performance stock units at June 30, 2026; the 2026 performance-stock-unit grant can result in issuance ranging from zero to 200% of its target, subject to its stated conditions.

The specific follow-up items are any ATM sales, exercises of the options or warrants before July 15, 2027, and the performance-stock-unit vesting decision scheduled for December 31, 2028.

Total revenue Q2 2026 $12,087 thousand Three months ended June 30, 2026
Net income Q2 2026 $5,997 thousand Three months ended June 30, 2026
Net income attributable to common stockholders Q2 2026 $5,896 thousand Three months ended June 30, 2026
Diluted EPS Q2 2026 $0.29 per share Net income attributable to common stockholders per diluted share
Total assets $414,848 thousand Consolidated balance sheet as of June 30, 2026
Net real estate $363,607 thousand Investment in real estate net of depreciation at June 30, 2026
Revolving Credit Facility drawn $7,600 thousand Outstanding borrowings under $90.0 million facility at June 30, 2026
Quarterly dividend per share $0.43 per share Cash dividends declared for each of the first two quarters of 2026
triple-net financial
"properties are leased to single tenants on a long-term, triple-net basis, which obligates"
triple-net (often shown as NNN) is a type of commercial lease where the tenant pays base rent plus the property’s taxes, insurance and most operating or maintenance costs, leaving the landlord mainly responsible for ownership and financing. For investors it matters because it produces steadier, more predictable cash flow and lower day-to-day expense risk for the owner—like receiving rent from a tenant who also pays for upkeep—affecting yield, valuation and risk profile.
sale leaseback financial
"providing long-term, single-tenant, triple-net sale leaseback and build-to-suit transactions"
A sale leaseback is a financial arrangement where an owner sells an asset, such as property or equipment, and then immediately rents it back from the new owner. This allows the original owner to access cash while continuing to use the asset, similar to selling a valuable item and renting it back to keep using it. For investors, it can provide steady income and reveal how a company manages its assets and finances.
Companies Creditors Arrangement Act regulatory
"commenced restructuring proceedings under the Companies Creditors Arrangement Act"
Current Expected Credit Loss financial
"Provision for Current Expected Credit Loss | 9 | 10 | 20 | 23 Income From"
An accounting approach that requires lenders and companies to estimate and record the credit losses they expect on loans and receivables now, using current conditions and reasonable forecasts rather than waiting for a default to occur. It matters to investors because it changes reported reserves and profits up front and gives an earlier, more forward-looking signal of credit quality—like packing an umbrella today because the forecast predicts rain, which affects a company’s cushion against bad loans.
revolving credit facility financial
"provides, subject to the Accordion Feature described below, $30.0 million in aggregate commitments for secured revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
emerging growth company regulatory
"We have elected to be an emerging growth company, as defined in the JOBS Act."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What were NewLake Capital Partners (NLCP) Q2 2026 revenue and net income?

NewLake generated $12.1 million in total revenue and $5.9 million in net income attributable to common stockholders in Q2 2026. A year earlier, revenue was $12.9 million and net income was $7.3 million, reflecting softer rental contributions from several vacant cultivation properties.

How did NLCP’s rental income change in Q2 2026 versus Q2 2025?

Q2 2026 rental income was $11.8 million, compared with $12.6 million in Q2 2025. The decline mainly reflects lost rent from three cultivation facilities in Massachusetts, Pennsylvania and Nevada that became available for lease in 2025, partially offset by contractual rent escalations and 2025 acquisitions.

What is NewLake Capital Partners’ (NLCP) leverage and liquidity as of June 30, 2026?

As of June 30, 2026, NewLake had $7.6 million outstanding on its revolving credit facility and total equity of $388.9 million. With a $90.0 million facility and $82.4 million available to draw, subject to collateral tests, the company reported modest leverage and additional borrowing capacity.

How exposed is NLCP to The Cannabist Company’s restructuring?

The Cannabist Company leases four NewLake properties in Illinois and Massachusetts and entered Canadian CCAA restructuring with U.S. Chapter 15 recognition. NewLake reported that Cannabist remained current on all lease obligations through June 30, 2026 and posted security deposits of about $481.6 thousand on these assets.

What dividend did NewLake Capital Partners (NLCP) pay in the first half of 2026?

NewLake declared cash dividends totaling $0.86 per share for the six months ended June 30, 2026, paid in two quarterly installments of $0.43 each. The June 12, 2026 declaration covered the quarter ended June 30, 2026 for stockholders of record on June 30, 2026.

How many properties does NLCP own and what is its tenant mix?

As of June 30, 2026, NewLake owned 34 properties in 12 states, including 19 dispensaries and 15 cultivation facilities. 31 properties were leased to 12 tenants, while three cultivation facilities were available for lease, with Curaleaf, Cresco Labs and Trulieve among the largest revenue contributors.

What are NLCP’s future minimum rents under existing leases?

Future contractual minimum rent under NewLake’s operating leases totaled $589.7 million as of June 30, 2026. Scheduled rent is $23.9 million for the remainder of 2026, $48.8 million in 2027 and $363.6 million thereafter, reflecting long-term, triple-net leases with embedded annual escalations.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to ________
Commission file number 000-56327
NewLake_Logo_Vertical_FullColor.jpg
NewLake Capital Partners, Inc.
(Exact name of registrant as specified in its charter)
Maryland83-4400045
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
50 Locust Avenue, First Floor, New Canaan CT 06840
203-594-1402
(Address of principal executive offices)(Registrants Telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
NoneNoneNone
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.01 per share
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 x No o
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 x No o
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 o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company x
Emerging Growth Company x
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 o No x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).            Yes o No x
The number of shares of the registrant’s Common Stock, par value $0.01 per share, outstanding as of August 4, 2026 was 20,580,766.


Table of Contents
NewLake Capital Partners, Inc.
FORM 10-Q
June 30, 2026
TABLE OF CONTENTS
Page No.
Part I Financial Information:
Item 1.
Financial Statements (Unaudited)
Consolidated Balance Sheets
1
Consolidated Statements of Operations
2
Consolidated Statements of Equity
3
Consolidated Statements of Cash Flows
5
Notes to the Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Special Note Regarding Forward Looking Information
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
41
Item 4.
Controls and Procedures
42
Part II Other Information:
Item 1.
Legal Proceedings
43
Item 1A.
Risk Factors
43
Item 2.
Unregistered Sales of Equity Securities and Issuer Purchases of Equity Securities
44
Item 3.
Defaults Upon Senior Securities
44
Item 4.
Mine Safety Disclosures
44
Item 5.
Other Information
44
Item 6.
Exhibits
45
Signatures
46
i

Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
NEWLAKE CAPITAL PARTNERS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
June 30, 2026December 31, 2025
Assets:
Real Estate
Land$22,903 $22,903 
Building and Improvements405,358 404,983 
Total Real Estate428,261 427,886 
Less Accumulated Depreciation(64,654)(57,916)
Net Real Estate363,607 369,970 
Real Estate Held for Sale4,802 4,802 
Cash and Cash Equivalents25,762 23,937 
In-Place Lease Intangible Assets, net14,725 15,710 
Loan Receivable, net (Current Expected Credit Loss of $51 and $71, respectively)
4,949 4,929 
Other Assets1,003 1,481 
Total Assets$414,848 $420,829 
Liabilities and Equity:
Liabilities:
Accounts Payable and Accrued Expenses$1,078 $1,307 
Revolving Credit Facility7,600 7,600 
Dividends and Distributions Payable9,048 9,169 
Security Deposits6,748 6,728 
Rent Received in Advance1,405 1,013 
Other Liabilities91 324 
Total Liabilities 25,970 26,141 
Commitments and Contingencies (Note 15)
Equity:
Preferred Stock, $0.01 Par Value, 100,000,000 Shares Authorized, 0 Shares Issued and Outstanding, respectively
  
Common Stock, $0.01 Par Value, 400,000,000 Shares Authorized, 20,580,766 and 20,552,632 Shares Issued and Outstanding, respectively
206 205 
Additional Paid-In Capital447,704 447,185 
Accumulated Deficit(65,670)(59,449)
Total Stockholders' Equity382,240 387,941 
Noncontrolling Interests6,638 6,747 
Total Equity388,878 394,688 
Total Liabilities and Equity$414,848 $420,829 
The accompanying notes are an integral part of the unaudited consolidated financial statements
1

Table of Contents
NEWLAKE CAPITAL PARTNERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Revenue:
Rental Income$11,786 $12,564 $23,548 $25,151 
Interest Income from Loans140 137 277 271 
Fees and Reimbursables161 231 570 720 
Total Revenue12,087 12,932 24,395 26,142 
Expenses:
Reimbursable Property Expenses50 41 385 668 
Property Carrying Costs135 5 367 5 
Depreciation and Amortization Expense3,864 3,877 7,731 7,760 
General and Administrative Expenses:
Compensation Expense976 670 1,958 1,875 
Professional Fees396 197 910 803 
Other General and Administrative Expenses540 554 916 964 
Total General and Administrative Expenses1,912 1,421 3,784 3,642 
Total Expenses5,961 5,344 12,267 12,075 
Loss on Sale of Real Estate (34) (34)
Provision for Current Expected Credit Loss9 10 20 23 
Income From Operations6,135 7,564 12,148 14,056 
Other Income (Expense):
Other Income78 91 152 177 
Interest Expense(216)(210)(431)(384)
Total Other Income (Expense)(138)(119)(279)(207)
Net Income5,997 7,445 11,869 13,849 
Net Income Attributable to Noncontrolling Interests(101)(126)(199)(234)
Net Income Attributable to Common Stockholders$5,896 $7,319 $11,670 $13,615 
Net Income Attributable to Common Stockholders Per Share - Basic$0.29 $0.36 $0.57 $0.66 
Net Income Attributable to Common Stockholders Per Share - Diluted$0.29 $0.35 $0.56 $0.66 
Weighted Average Shares of Common Stock Outstanding - Basic20,642,90720,613,86620,644,45820,602,635
Weighted Average Shares of Common Stock Outstanding - Diluted21,013,12420,974,92321,016,19820,971,160
The accompanying notes are an integral part of the unaudited consolidated financial statements
2

Table of Contents
NEWLAKE CAPITAL PARTNERS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands, except share amounts)

Three Months Ended June 30, 2026
Common Stock
SharesParAdditional Paid-in CapitalAccumulated DeficitNoncontrolling InterestTotal Equity
Balance as of March 31, 202620,580,766 $206 $447,363 $(62,625)$6,684 $391,628 
Stock-Based Compensation— — 348 — — 348 
Dividends to Common Stock— — — (8,850)— (8,850)
Dividends on Restricted Stock Units— — — (91)— (91)
Distributions to LPI Unitholders— — — — (154)(154)
Adjustment for Noncontrolling Interest Ownership in Operating Partnership— — (7)— 7  
Net Income— — — 5,896 101 5,997 
Balance as of June 30, 202620,580,766 $206 $447,704 $(65,670)$6,638 $388,878 

Three Months Ended June 30, 2025
Common Stock
SharesParAdditional Paid-in CapitalAccumulated DeficitNoncontrolling InterestTotal Equity
Balance as of March 31, 202520,538,785 $205 $446,709 $(52,677)$6,861 $401,098 
Conversion of Vested Restricted Stock Units and Performance Stock Units to Common Stock13,146 — — — — — 
Stock-Based Compensation701 — 47 — — 47 
Dividends to Common Stock— — — (8,838)— (8,838)
Dividends on Restricted Stock Units— — — (69)— (69)
Distributions to LPI Unitholders— — — — (154)(154)
Adjustment for Noncontrolling Interest Ownership in Operating Partnership— — 3 — (3) 
Net Income— — — 7,319 126 7,445 
Balance as of June 30, 202520,552,632 $205 $446,759 $(54,265)$6,830 $399,529 
The accompanying notes are an integral part of the unaudited consolidated financial statements
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NEWLAKE CAPITAL PARTNERS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands, except share amounts)

Six Months Ended June 30, 2026
Common Stock
SharesParAdditional Paid-in CapitalAccumulated DeficitNoncontrolling InterestTotal Equity
Balance as of December 31, 202520,552,632 $205 $447,185 $(59,449)$6,747 $394,688 
Conversion of Vested Restricted Stock Units and Performance Stock Units to Common Stock28,072 1 (1)— — — 
Conversion of LPI Units 62 — — — — — 
Tax Withholdings in Lieu of Issuance of Common Stock— — (128)— — (128)
Stock-Based Compensation— — 647 — — 647 
Dividends to Common Stock— — — (17,699)— (17,699)
Dividends on Restricted Stock Units and Performance Stock Units— — — (192)— (192)
Distributions to LPI Unitholders— — — — (307)(307)
Adjustment for Noncontrolling Interest Ownership in Operating Partnership— — 1 — (1) 
Net Income— — — 11,670 199 11,869 
Balance as of June 30, 202620,580,766 $206 $447,704 $(65,670)$6,638 $388,878 


Six Months Ended June 30, 2025
Common Stock
SharesParAdditional Paid-in CapitalAccumulated DeficitNoncontrolling InterestTotal Equity
Balance as of December 31, 202420,514,583 $205 $446,627 $(50,067)$7,207 $403,972 
Conversion of Vested Restricted Stock Units and Performance Stock Units to Common Stock36,599 — — — — — 
Conversion of LPI Units to Cash— — (253)— — (253)
Tax Withholdings in Lieu of Issuance of Common Stock— — (352)— — (352)
Stock-Based Compensation1,450 — 434 — — 434 
Dividends to Common Stock— — — (17,669)— (17,669)
Dividends on Restricted Stock Units and Performance Stock Units— — — (144)— (144)
Distributions to LPI Unitholders— — — — (308)(308)
Adjustment for Noncontrolling Interest Ownership in Operating Partnership— — 303 — (303) 
Net Income— — — 13,615 234 13,849 
Balance as of June 30, 202520,552,632 $205 $446,759 $(54,265)$6,830 $399,529 
The accompanying notes are an integral part of the unaudited consolidated financial statements
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NEWLAKE CAPITAL PARTNERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended
June 30, 2026June 30, 2025
Cash Flows from Operating Activities:
Net Income$11,869 $13,849 
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Stock-Based Compensation647 434 
Loss on Sale of Real Estate 34 
Depreciation and Amortization Expense7,731 7,760 
Amortization of Debt Issuance Costs135 135 
Provision for Credit Loss(20)(23)
Straight-Line Rent Expense(1)(2)
Application of Rent Escrow (446)
Application of Security Deposit (43)
Changes in Assets and Liabilities
Other Assets338 213 
Accounts Payable and Accrued Expenses(229)(284)
Security Deposits20 14 
Rent Received in Advance392 305 
Other Liabilities(34)(321)
Net Cash Provided by Operating Activities20,848 21,625 
Cash Flows from Investing Activities:
Funding of Improvement Allowances(375) 
Acquisition of Real Estate (785)
Cash Used in Investing Activities(375)(785)
Cash Flows from Financing Activities:
Tax Withholdings in Lieu of Issuance of Common Stock(327)(352)
Performance Stock Units Settled in Cash (251)
Common Stock Dividends Paid(17,687)(17,653)
Restricted Stock Units and Performance Stock Units Dividends Paid(325)(376)
Distributions to LPI Unitholders(307)(314)
Cash Redemption of LPI Units (253)
Deferred Financing Costs(2) 
Cash Used in Financing Activities(18,648)(19,199)
Net Increase in Cash and Cash Equivalents1,825 1,641 
Cash and Cash Equivalents - Beginning of Period23,937 20,213 
Cash and Cash Equivalents - End of Period$25,762 $21,854 
Supplemental Disclosure of Cash Flow Information:
Interest Paid$298 $233 
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Dividends and Distributions Declared, Not Paid$9,048 $9,024 
Nonmonetary Acquisition of Real Estate$ $950 
Nonmonetary Disposition of Real Estate$ $986 
The accompanying notes are an integral part of the unaudited consolidated financial statements
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 1 - Organization
NewLake Capital Partners, Inc. (the “Company”, "we", "us", "our"), a Maryland corporation, was formed on April 9, 2019. The Company is an internally managed Real Estate Investment Trust (“REIT”) focused on providing long-term, single-tenant, triple-net sale leaseback and build-to-suit transactions for the cannabis industry. The Company conducts its operations through its subsidiary, NLCP Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” or “OP”). The Company is the sole managing general partner of the Operating Partnership. The Company's common stock trades on the OTCQX® Best Market (the "OTCQX") operated by the OTC Markets Group, Inc., under the symbol “NLCP”.
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. The consolidated financial statements include the accounts of the Company, the Operating Partnership, as well as any wholly owned subsidiaries of the Operating Partnership and variable interest entities (“VIEs”) in which the Company is considered the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results for the full year or any future period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and filed with the Securities and Exchange Commission (“SEC”) on March 6, 2026. In management's opinion, all adjustments (which include normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been made.
Variable Interest Entities
The Company consolidates a VIE in which it is considered the primary beneficiary. The primary beneficiary is the entity that has: (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.
NLCP Operating Partnership LP
The Operating Partnership is a VIE because the holders of limited partnership interests do not have substantive kick-out rights or participating rights. Furthermore, the Company is the primary beneficiary of the Operating Partnership because it has the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating Partnership. As of June 30, 2026 and December 31, 2025, the assets and liabilities of the Company and the Operating Partnership were substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management will adjust such estimates when facts and circumstances dictate. Such
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (continued)
estimates include, but are not limited to, useful lives for depreciation of property and corporate assets, the fair value of acquired real estate and associated in-place lease intangibles, if applicable, and the valuation of stock-based compensation. Actual results could differ from those estimates.
Reclassification
Certain prior year balances on our Consolidated Statements of Equity have been reclassified to conform to the Company's current year presentation.
Significant Accounting Policies
There have been no changes to the Company's accounting policies included in Note 2 to the Consolidated Financial Statements of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Accounting Pronouncements
Description
Effective DateEffect on Financial Statements
In November 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses (“ASU 2024-03”). Within the notes to the financial statements, the amendment requires tabular disclosure of disaggregated information related to expense captions presented on the face of the income statement that include expense categories such as employee compensation, depreciation, and intangible asset amortization. The amendment does not change the timing or amount of expense recognized, rather it is intended to provide incremental information about the components of an entity’s expenses.
For annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
While the adoption of ASU 2024-03 is not expected to have an impact on the Company's consolidated financial statements, it may result in additional disclosures within the footnotes to the Company's consolidated financial statements.

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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)

Note 3 - Real Estate
Real Estate Portfolio
As of June 30, 2026, the Company owned 34 properties, located in 12 states. The following table presents the Company's real estate portfolio as of June 30, 2026 (in thousands):
TenantMarketSite TypeLandBuilding and ImprovementsTotal Real EstateAccumulated DepreciationNet Real Estate
AcreageMassachusetts Cultivation$481 $9,310 $9,791 $(1,849)$7,942 
AcreagePennsylvaniaCultivation952 9,209 10,161 (1,765)8,396 
Bud'rConnecticutDispensary395 534 929 (120)809 
C3 IndustriesMissouriCultivation948 28,069 29,017 (2,509)26,508 
Calypso EnterprisesPennsylvaniaCultivation1,486 30,527 32,013 (4,044)27,969 
The Cannabist CompanyIllinoisDispensary162 1,053 1,215 (171)1,044 
The Cannabist CompanyIllinoisCultivation801 10,560 11,361 (1,740)9,621 
The Cannabist CompanyMassachusettsDispensary108 2,212 2,320 (393)1,927 
The Cannabist CompanyMassachusettsCultivation1,136 12,690 13,826 (2,831)10,995 
CODESArkansasDispensary238 1,919 2,157 (338)1,819 
CODESMissouriCultivation204 20,897 21,101 (4,888)16,213 
Cresco LabsIllinoisCultivation276 50,456 50,732 (9,348)41,384 
Cresco LabsOhioDispensary146 729 875 (13)862 
Cresco LabsOhioDispensary182 809 991 (17)974 
CuraleafConnecticutDispensary184 2,746 2,930 (485)2,445 
CuraleafFloridaCultivation388 75,595 75,983 (11,892)64,091 
CuraleafIllinoisDispensary69 525 594 (96)498 
CuraleafIllinoisDispensary574 2,788 3,362 (587)2,775 
CuraleafIllinoisDispensary606 1,128 1,734 (209)1,525 
CuraleafNorth DakotaDispensary779 1,395 2,174 (246)1,928 
CuraleafOhioDispensary281 3,072 3,353 (536)2,817 
CuraleafPennsylvaniaDispensary877 1,041 1,918 (245)1,673 
CuraleafPennsylvaniaDispensary216 2,010 2,226 (352)1,874 
CuraleafPennsylvaniaDispensary70 880 950 (37)913 
MintArizonaCultivation3,574 18,236 21,810 (891)20,919 
PharmaCannMassachusettsDispensary411 1,701 2,112 (545)1,567 
PharmaCannOhioDispensary281 1,269 1,550 (133)1,417 
PharmaCannPennsylvaniaDispensary44 1,271 1,315 (206)1,109 
TrulievePennsylvaniaCultivation1,061 43,209 44,270 (8,430)35,840 
WellgreensCaliforniaDispensary1,082 2,692 3,774 (456)3,318 
Available for LeaseNevadaCultivation1,002 12,577 13,579 (1,515)12,064 
Available for LeasePennsylvaniaCultivation2,963 12,315 15,278 (1,675)13,603 
Available for LeaseMassachusetts Cultivation926 41,934 42,860 (6,092)36,768 
Total Real Estate(1)(2)
$22,903 $405,358 $428,261 $(64,654)$363,607 
(1) This table does not include one property held for sale.
(2) At times, numbers in this table may differ due to rounding.
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 3 - Real Estate (continued)
Real Estate Acquisitions
2025 Acquisitions
During the year ended December 31, 2025, the Company acquired three dispensaries and committed to fund approximately $1.1 million in improvements (refer to the 2025 Improvement Allowances table below for details). These properties were simultaneously leased to a related entity of an existing tenant.
The following table presents the real estate acquisitions for the year ended December 31, 2025 (in thousands):
TenantMarketSite TypeClosing DateReal Estate Acquisition Costs
Cresco LabsOhioDispensaryFebruary 19, 2025$285 
Cresco LabsOhioDispensaryApril 25, 2025500 
Curaleaf(1)PennsylvaniaDispensaryJune 12, 2025950 
Total$1,735 
(1) This dispensary was acquired through a like-kind exchange and was recorded at its fair value. For further details, refer to the "2025 Disposition" section below.
Disposal of Real Estate
2025 Disposition
On June 12, 2025, the Company completed a deed-for-deed like-kind exchange with Curaleaf, involving the transfer of its dispensary located in Mokena, IL for a dispensary located in Brookville, PA. The transaction was structured as a nonmonetary exchange with no cash consideration. Upon completion of the exchange, the Brookville property received by the Company was leased to an existing tenant under a new operating lease. The Brookville dispensary was recorded at its fair value of $950 thousand and the Company recognized a de minimis loss on the exchange. For additional details, refer to the acquisition summary in the table above.
Real Estate Held for Sale
On November 24, 2025, the Company entered into an agreement with a broker to market the Hartford, CT property for sale which is leased to C3 Industries (“C3”). The property has a carrying amount of approximately $4.8 million and is available for immediate sale in its present condition. Management has committed to a plan to sell the asset and expects the sale to be completed within one year. Accordingly, the property meets the criteria for held-for-sale classification and is presented as “Real Estate Held for Sale” in the accompanying consolidated balance sheet.
In accordance with ASC 360, long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. In connection with the planned sale, the Company is entitled to receive make-whole protection under the terms of the tenant’s lease arrangement. If the ultimate sale proceeds are less than the Company’s investment basis, the tenant is required to reimburse the Company for the shortfall. Any such reimbursement, if realized, will be recognized when the sale is completed and the amount becomes determinable. Based on this make-whole protection and management’s current estimate of fair value less costs to sell, the Company is reporting the property at its carrying amount, and therefore no impairment loss has been recognized.
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 3 - Real Estate (continued)
Real Estate Commitments
2026 Improvement Allowance
The following table presents the funded commitments and remaining unfunded commitments as of June 30, 2026 (in thousands):
TenantMarketSite TypeClosing DateFunded CommitmentsUnfunded Commitments
Cresco LabsOhioDispensaryApril 25, 2025375  
Total$375 $ 
2025 Improvement Allowances
The following table presents the funded commitments and the remaining unfunded commitments for the year ended December 31, 2025 (in thousands):
TenantMarketSite TypeClosing DateFunded CommitmentsUnfunded Commitments
Cresco LabsOhioDispensaryFebruary 19, 2025$705 $ 
Cresco LabsOhioDispensaryApril 25, 2025 375 
Total $705 $375 
In-place Lease Intangible Assets
The following table presents the future amortization of the Company’s acquired in-place leases as of June 30, 2026 (in thousands):
YearAmortization Expense
2026 (six months ending December 31, 2026)$984 
20271,969 
20281,969 
20291,969 
20301,790 
Thereafter6,044 
Total$14,725 
Depreciation and Amortization
For both the three months ended June 30, 2026 and 2025, depreciation expense on the Company's real estate assets was approximately $3.4 million. Depreciation expense on the Company's real estate assets for the six months ended June 30, 2026 and 2025 was approximately $6.7 million and $6.8 million, respectively.
Amortization of the Company’s acquired in-place lease intangible assets was approximately $0.5 million for each of the three months ended June 30, 2026 and 2025. Amortization of the Company’s acquired in-place lease intangible assets was approximately $1.0 million for each of the six months ended June 30, 2026 and 2025. The
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 3 - Real Estate (continued)
acquired in-place lease intangible assets have a weighted average remaining amortization period of approximately 7.81 years.
Real Estate Impairment
During the three months ended June 30, 2026, the Company identified indicators of impairment for certain properties available for lease and properties leased to tenants that had filed for foreign bankruptcy proceedings and evaluated those properties in accordance with ASC 360, Property, Plant and Equipment.
For each property assessed, the Company estimated the undiscounted future cash flows expected to be generated throughout the expected holding period and compared those amounts to the related carrying value. In each case, the estimated undiscounted cash flows exceeded the carrying value of the property. Accordingly, no impairment losses were recognized during the three and six months ended June 30, 2026.
Note 4 - Leases
As Lessor
The Company's properties are leased to single tenants on a long-term, triple-net basis, which obligates the tenant to be responsible for the ongoing expenses of a property, in addition to its rent obligations. Under certain circumstances the Company will pay for certain expenses on behalf of the tenant and the tenant is required to reimburse the Company. The presentation in the statements of operations for these expenses are gross where the Company records revenue and a corresponding reimbursable expense. Expenses paid directly by a tenant are not reimbursable and therefore are not reflected in the statements of operations. The expense and reimbursable amounts may differ due to timing, since the revenue is recorded on a cash basis. The revenues associated with the reimbursable expenses were classified in "Fees and Reimbursables" in the accompanying consolidated statements of operations. For the three months ended June 30, 2026 and 2025, the reimbursable revenues were $108.2 thousand and $179.6 thousand, respectively. For the six months ended June 30, 2026 and 2025 the reimbursable revenues were $472.3 thousand and $623.1 thousand, respectively. Reimbursable expenses are classified as "Reimbursable Property Expenses" in the accompanying consolidated statements of operations.
The Company's tenants operate in the cannabis industry. All of the Company's leases generally contain annual increases in rent over the expiring rental rate at the time of expiration. As of June 30, 2026, the Company's portfolio has a weighted average remaining lease term of 11.6 years with weighted average annual rent escalator was 2.6%. Certain leases of the Company also contain an improvement allowance, which is generally available to be funded between 12 and 18 months. In some leases, the tenant becomes liable to pay rent as if all the improvement allowance has been funded, even if there are still unfunded commitments. Improvement allowances also contain annual increases which generally increase at the same rate as base rent, per the lease agreement.
Certain of the Company's leases provide the lessee with one, two or three term extension options, which generally contain annual increases in rent, as explained above. Certain of the Company's leases provide the lessee with a right of first refusal or right of first offer in the event the Company markets the leased property for sale. As of June 30, 2026, the Company had two leases that granted the lessee an option to purchase the leased property at its fair market value at the end of the initial lease term in December 2029 and the end of the amended lease term in December 2034, respectively, subject to the satisfaction of certain conditions. As of June 30, 2026, the Company's gross investment in these two properties was approximately $6.3 million.
11


NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 4 - Leases (continued)
Lease Income
The following table presents the future contractual minimum rent under the Company’s operating leases as of June 30, 2026 (in thousands):
Year
Contractual Minimum Rent(1)
2026 (six months ending December 31, 2026)$23,887 
202748,761 
202850,011 
202951,295 
203052,208 
Thereafter363,575 
Total$589,737 
(1) Contractual minimum rent includes rent from one property classified as held for sale as June 30, 2026.
Credit Risk and Geographic Concentration
The ability of any of the Company’s tenants to honor the terms of its lease are dependent upon the economic, regulatory, competitive, natural and social factors affecting the community in which that tenant operates. As of June 30, 2026 and 2025, the Company owned 34 properties, leased to 12 and 13 tenants, respectively, across 12 states including Arizona, Arkansas, California, Connecticut, Florida, Illinois, Massachusetts, Missouri, Nevada, North Dakota, Ohio, and Pennsylvania.
12


NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 4 - Leases (continued)
The following table presents the tenants in the Company's portfolio that represented the largest percentage of the Company's total rental income and fees, excluding revenue reimbursables, for each of the periods presented:
Three Months Ended June 30,
20262025
TenantNumber of LeasesPercentage of Rental IncomeTenantNumber of LeasesPercentage of Rental Income
Curaleaf1026%Curaleaf1023%
Cresco Labs315%Cresco Labs314%
Trulieve 112%Trulieve 111%
C3 Industries28%The Cannabist Company59%
The Cannabist Company48%C3 Industries28%
Six Months Ended June 30,
20262025
TenantNumber of LeasesPercentage of Rental IncomeTenantNumber of LeasesPercentage of Rental Income
Curaleaf1026%Curaleaf1023%
Cresco Labs315%Cresco Labs314%
Trulieve 112%Trulieve 111%
C3 Industries28%The Cannabist Company59%
The Cannabist Company48%C3 Industries28%




13


NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 4 - Leases (continued)
The following table presents the states in the Company’s portfolio that represented the largest percentage of the Company’s total rental income and fees, excluding revenue reimbursable, for each of the periods presented:
Three Months Ended June 30,
20262025
StateNumber of Properties
Percentage of Rental Income
StateNumber of Properties
Percentage of Rental Income
Pennsylvania825%Pennsylvania826%
Florida121%Florida119%
Illinois620%Illinois618%
Missouri212%Missouri211%
Massachusetts 59%Massachusetts 511%
Six Months Ended June 30,
20262025
StateNumber of PropertiesPercentage of Rental IncomeStateNumber of PropertiesPercentage of Rental Income
Pennsylvania825%Pennsylvania826%
Florida121%Florida119%
Illinois620%Illinois618%
Missouri212%Missouri211%
Massachusetts 59%Massachusetts 511%
Condition of Our Tenants
The Cannabist Company
On March 24, 2026, The Cannabist Company ("Cannabist"), which operates at four of the Company's properties, including two properties located in Illinois and two properties located in Massachusetts, publicly announced that it had entered into definitive agreements to sell certain assets and entered into a non-binding memorandum of understanding for the sale of certain production, manufacturing, distribution and sale operations (through the sale of equity or assets) in six states, including Illinois and Massachusetts, where we lease properties to Cannabist, and commenced restructuring proceedings under the Companies Creditors Arrangement Act ("CCAA") in Canada. On May 9, 2026, the U.S. Bankruptcy Court for the District of Delaware granted recognition of the Canadian restructuring proceedings under Chapter 15 of the U.S. Bankruptcy Code. The Company continues to monitor developments related to this tenant and its restructuring proceedings.
During the six months ended June 30, 2026, the Company collected full rent for each of the four properties leased to Cannabist and the tenant remains current on its contractual lease obligations to the Company. The Company holds aggregate security deposits totaling approximately $481.6 thousand across these four properties.
As Lessee
The Company leases office space under an operating lease that expires on August 31, 2027. On November 20, 2025, the Company amended the lease agreement to extend the lease term by one year and recorded a ROU asset and Lease Liability remeasurement of approximately $85.3 thousand using a discount rate of 7.75%. As of
14


NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 4 - Leases (continued)
June 30, 2026 and December 31, 2025, the Right of Use ("ROU") asset was approximately $83.9 thousand and $117.9 thousand, respectively. As of June 30, 2026, the remaining lease term was approximately 1.17 years.

The following table presents the future contractual rent obligations as lessee as of June 30, 2026 (in thousands):

YearContractual Base Rent
2026 (six months ending December 31, 2026)$39 
202752(1)
Total Future Contractual Lease Payments$91 
Less: Amount Discounted Using Incremental Borrowing Rate$(10)
Total Lease Liability$81 
(1) The lease is scheduled to expire on August 31, 2027. The lease allows for one renewal option of 3 years commencing immediately upon the expiration of the amended term.
Note 5 – Loan Receivable, net
Loan Receivable
The Company funded a $5.0 million unsecured loan to C3 Industries on June 10, 2022. The loan initially bore interest at a rate of 10.25% and is structured to increase annually in April by the product of 1.0225 times the interest rate in effect immediately prior to the anniversary date. The loan was interest only for the first four years and may be prepaid at any time without penalty. The outstanding principal and interest will begin amortizing over the next five years, commencing on July 1, 2026, with a final maturity of June 30, 2031. The loan is cross defaulted with C3 Industries' lease agreement with the Company. As of June 30, 2026 and December 31, 2025, the loan earned interest at a rate of 11.20% and 10.96%, respectively, and the aggregate principal amount outstanding on the unsecured loan receivable as of June 30, 2026 and December 31, 2025, was $5.0 million.
CECL Reserve
The Company recorded a provision for current expected credit loss on the $5.0 million unsecured loan (discussed above). Estimating the CECL allowance for credit loss requires significant judgment. The Company used a discounted cash flow analysis to determine the expected credit loss.
The following table presents the change in the CECL reserve for the six months ended June 30, 2026 (in thousands):

PeriodExpected Credit Loss
CECL reserve as of December 31, 2025
$71 
Adjustment to expected credit loss(20)
CECL reserve as of June 30, 2026
$51 
Note 6 – Financings
Revolving Credit Facility
On May 6, 2022, the Company's Operating Partnership entered into a loan and security agreement (the “Loan and Security Agreement”) with a commercial federally regulated bank, as a lender and as agent for lenders that become party thereto from time to time (the "Agent"). The Loan and Security Agreement matures on May 6,
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 6 – Financings (continued)
2027. The Loan and Security Agreement provides, subject to the Accordion Feature described below, $30.0 million in aggregate commitments for secured revolving loans (“Revolving Credit Facility”), the availability of which is based on a borrowing base consisting of fee simple owned real properties that satisfy eligibility criteria specified in the Loan and Security Agreement and the lease income thereunder which are owned by certain subsidiaries of the Operating Partnership.
On July 29, 2022, the Operating Partnership entered into an amendment to the Revolving Credit Facility, amending the Loan and Security Agreement, to increase the aggregate commitment under the Revolving Credit Facility from $30.0 million to $90.0 million and added two additional lenders. The Loan and Security Agreement also allows the Company, subject to certain conditions, to request additional revolving incremental loan commitments such that the Revolving Credit Facility may be increased to a total aggregate principal amount of up to $100.0 million. Borrowings under the Revolving Credit Facility may be voluntarily prepaid and re-borrowed, subject to certain fees.
The Revolving Credit Facility accrued interest at a fixed rate of 5.65% through May 5, 2025. Commencing May 6, 2025, the Revolving Credit Facility bears interest at a variable rate based upon the greater of (a) the Prime Rate quoted in the Wall Street Journal (Western Edition) plus an applicable margin of 1.0% or (b) 4.75%. As of June 30, 2026, the interest rate was at 7.75%.
As of June 30, 2026 and December 31, 2025, the Company had $7.6 million outstanding under the Revolving Credit Facility. As of June 30, 2026, there was $82.4 million in funds available to be drawn, subject to sufficient collateral in the borrowing base.
The facility is subject to certain financial covenants, which include liquidity and debt service coverage ratios. The facility also includes customary representations and warranties, affirmative and negative covenants, and events of default. As of June 30, 2026, the Company was in compliance with the covenants under the Loan and Security Agreement.
Note 7 - Related Party Transactions
Investor Rights Agreement
Pursuant to our Investor Rights Agreement (the "Investor Rights Agreement"), HG Vora Capital Management, LLC (“HG Vora”), West Investment Holdings, LLC, West CRT Heavy, LLC, Gary and Mary West Charitable Trust, Gary and Mary West 2012 Gift Trust and WFI Co-Investments, acting unanimously, collectively referred to as the “West Stockholders" and NL Ventures LLC ("Pangea") hold certain nomination rights with respect to members of our board of directors so long as they individually own in the aggregate certain percentages of the Company’s issued and outstanding common stock for 60 days consecutively.
Note 8 - Noncontrolling Interests
Overview
Noncontrolling interests represent the limited partnership interest ("LPI Units") in the Operating Partnership not held by the Company. Net income allocated to noncontrolling interest is based on LPI Unitholders' ownership percentage in the Operating Partnership. As of June 30, 2026 and December 31, 2025, noncontrolling interests represented approximately 357,380 and 357,442 LPI Units, respectively, or 1.7% ownership interest in the Operating Partnership.
Allocation of Net Income
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 8 - Noncontrolling Interests (continued)
Net income allocated to the Operating Partnership noncontrolling interest for the three months ended June 30, 2026 and 2025 was approximately $101 thousand and $126 thousand, respectively. Net income allocated to the Operating Partnership noncontrolling interest for the six months ended June 30, 2026 and 2025 was approximately $199 thousand and $234 thousand, respectively.
Redemption and Conversion Activity
During the three and six months ended June 30, 2026, 0 and 62 LPI Units were converted to common stock, respectively. During the three and six months ended June 30, 2025, 0 and 15,198 LPI Units were redeemed for cash by the Company, respectively.
Note 9 - Stock Based Compensation
The Company's board of directors adopted our 2021 Equity Incentive Plan (the “Plan”), to provide employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the board of directors of the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, other stock-based awards, and cash awards to enable the Company to motivate, attract and retain the services of directors, officers and employees considered essential to the long term success of the Company.
Under the Plan, the total number of shares of awards will be no more than 2,275,727 shares of common stock. If and to the extent shares of awards granted under the Plan, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any stock awards, stock units or other stock-based awards are forfeited, terminated or otherwise not paid in full, the shares subject to such grants shall again be available for issuance or transfer under the Plan. The Plan has a term of ten years until August 12, 2031.
Additionally, the Plan provides for the issuance of unrestricted common stock to directors who elect to receive their compensation in common stock rather than cash. During the three months ended June 30, 2026 and 2025, 0 and 701 shares of common stock were issued related to director compensation, respectively. During the six months ended June 30, 2026 and 2025, 0 and 1,450 shares of common stock were issued related to director compensation, respectively. As of June 30, 2026, there were 1,715,919 shares available for issuance under the Plan, which assumes maximum performance is achieved with respect to Performance Stock Units (“PSUs”) .
Restricted Stock Units
Restricted Stock Units ("RSUs") are granted to certain directors, officers and employees of the Company. Per the terms of the agreements, director RSUs that vest cannot be converted until the director separates from the Company. During the six months ended June 30, 2025, 13,146 vested director RSUs were converted to common stock in connection with the separation of one board member. Total aggregate outstanding RSUs as of June 30, 2026 and 2025 were 179,218 and 145,266, respectively.
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 9 - Stock Based Compensation (continued)
Unvested Restricted Stock Units
The following table sets forth the Company's unvested RSU activity for the six months ended June 30,:
20262025
Number of Unvested Shares of RSUsWeighted Average Grant Date Fair Value Per ShareNumber of Unvested Shares of RSUsWeighted Average Grant Date Fair Value Per Share
Balance at January 1,68,336$15.34 68,258$16.39 
Granted54,303$15.46 55,233$15.54 
Forfeited$ (14,828)$15.88 
Vested(47,436)
(1)
$14.84 (40,327)
(2)
$17.21 
Balance at June 30,75,203$15.65 68,336$15.34 
(1) Vested shares are reported gross and include 8,059 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
(2) Vested shares are reported gross and include 8,588 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
Vested Restricted Stock Units
The following table sets forth the Company's vested RSU activity for the six months ended June 30,:
20262025
Number of Vested Shares of RSUsWeighted Average Grant Date Fair Value Per ShareNumber of Vested Shares of RSUsWeighted Average Grant Date Fair Value Per Share
Balance at January 1, 76,930 $17.98 68,253 $17.62 
Vested
(1)
47,436 $14.84 40,327 $17.21 
Converted(12,292)$15.42 (23,062)$16.77 
Shares Withheld
(2)
(8,059)$15.42 (8,588)$14.76 
Balance at June 30,104,015 $17.05 76,930 $17.98 
(1) Represents the gross number of RSUs vested and includes shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
(2) Represents shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.
Each RSU represents the right to receive one share of common stock upon vesting. The vested RSUs are also entitled to receive an accumulated dividend payment equal to the dividend paid on each share of common stock during the vesting period. During the six months ended June 30, 2026 and 2025, the Company paid approximately $114.4 thousand and approximately $81.9 thousand, respectively, of accumulated dividends that became earned upon vesting of RSUs. As of June 30, 2026 and 2025, unearned dividends on unvested RSUs, which are only payable upon vesting, totaled approximately $101.1 thousand and $91.8 thousand, respectively.
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 9 - Stock Based Compensation (continued)
Compensation Expense
The amortization of compensation costs associated with the RSU awards are included in "Compensation Expense" in the accompanying consolidated statements of operations and amounted to approximately $0.2 million, excluding forfeitures, for both the three months ended June 30, 2026 and 2025. The amortization of compensation costs for the RSU awards amounted to approximately $0.4 million, excluding forfeitures, for both the six months ended June 30, 2026 and 2025. The remaining unrecognized compensation cost of approximately $1.0 million for RSU awards is expected to be recognized over a weighted average amortization period of 1.3 years as of June 30, 2026.
Performance Stock Units
2026 Grants
During March 2026, as part of the Company's annual executive compensation program, the Company granted 33,729 PSUs to officers of the Company. These awards are scheduled to vest on December 31, 2028, subject to the achievement of two equally weighted metrics: (i) the Company’s relative total shareholder return ("rTSR") against a peer group; and (ii) a target annualized Adjusted Funds From Operations ("ATP") metric for the final quarter of the performance period. The rTSR component is a market condition, and its fair value was determined using a Monte Carlo simulation as of the grant date. The ATP component is a performance condition, and its fair value is based upon the closing price of the Company’s common stock on the date of grant. Compensation expense for the ATP component is recognized only to the extent achievement of the target is considered probable, with cumulative adjustments recorded quarterly for changes in the estimated outcome. The number of shares issued can range from 0% to 200% of the target PSUs. These PSUs also accrue dividend equivalents, which are paid in cash or shares only if and when the underlying PSUs vest.
The following table presents the PSU activity for the six months ended June 30,:
20262025
Number of Unvested Shares of PSUsWeighted Average Grant Date Fair Value Per ShareNumber of Unvested Shares of PSUsWeighted Average Grant Date Fair Value Per Share
Balance at January 1,106,008$14.03 154,087$16.98 
Granted33,729$18.55 54,688$12.79 
Issued(29,016)
(1)
$11.23 (42,548)
(2)
$24.00 
Forfeited $ (52,737)$13.73 
Balance at June 30,110,721$16.14 113,490$13.84 
(1) Represents the gross number of PSU's issued and includes 13,236 shares withheld to satisfy tax and other compensation related withholdings associated with the PSU's issued under the Plan.
(2) Represents the gross number of PSU's issued and includes 13,493 shares withheld to satisfy tax and other compensation related withholdings associated with the PSU's issued under the Plan.
In connection with the PSUs that vested on December 31, 2025, the Company issued 15,780 shares of common stock in January 2026, net of 13,236 shares withheld to satisfy tax and other required withholdings. In addition, the Company paid the accrued dividends of approximately $144.8 thousand, in January 2026, representing dividend equivalents earned during the performance period. Unearned dividends attributable to unvested PSUs totaled $294.2 thousand as of June 30, 2026.
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 9 - Stock Based Compensation (continued)
In connection with the PSUs that vested on December 31, 2024, the Company issued 13,537 shares of common stock in January 2025, net of 13,493 shares were withheld to satisfy tax and other required withholdings and 15,518 shares were redeemed in cash. In addition, the Company paid the accrued dividend of approximately $213.6 thousand in January 2025, representing dividend equivalent rights earned during the performance period. Unearned dividends attributable to unvested PSUs totaled $283.5 thousand as of June 30, 2025.
The following table outlines the grant date fair values and performance periods of the Company's outstanding PSU awards as of June 30, 2026:
Performance PeriodGrant Date Fair ValueMinimum number of PSUs to be IssuedMaximum number of PSUs to be Issued
January 1, 2024-December 31, 2026$17.3078,262
January 1, 2025-December 31, 2027$12.7975,722
January 1, 2026-December 31, 2028$18.5567,458
    Compensation Expense
The amortization of compensation costs associated with the PSU awards are included in "Compensation Expense" in the accompanying consolidated statements of operations and amounted to approximately $0.1 million, excluding forfeitures, for both the three months ended June 30, 2026 and 2025. The amortization of compensation costs for the PSU awards amounted to approximately $0.3 million, excluding forfeitures, for the six months ended June 30, 2026 and 2025. The remaining unrecognized compensation cost of approximately $0.9 million for PSU awards is expected to be recognized over a weighted average amortization period of 1.9 years as of June 30, 2026.
Stock Options
Prior to the completion of the initial public offering ("IPO"), the Company issued 791,790 nonqualified stock options (the “Options”) to purchase shares of the Company’s common stock, subject to the terms and conditions of the applicable option grant agreements, with an exercise price per share of common stock equal to $24.00 and in such amounts as set forth in the option grant agreements. The Options vested on August 31, 2020. As of June 30, 2026 and 2025, the Options were fully exercisable and expire on July 15, 2027.
Note 10 - Warrants
Warrants Issued
On March 17, 2021, the Company entered into a warrant agreement which granted the holders the right to purchase 602,392 shares of common stock of the Company at a purchase price of $24.00 per share. The warrants were immediately exercisable and expire on July 15, 2027. As of June 30, 2026 and 2025, 602,392 warrants remain outstanding.
Note 11 - Stockholders' Equity
Preferred Stock
As of June 30, 2026 and December 31, 2025, the Company had 100,000,000 shares of Series A preferred stock authorized and 0 shares of Series A preferred stock outstanding.
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 11 - Stockholders' Equity (continued)
Common Stock
As of June 30, 2026 and December 31, 2025, the Company had 400,000,000 shares of common stock authorized and 20,580,766 and 20,552,632 shares, respectively, of common stock issued and outstanding. Common stock is issued at a par value of $0.01 per share.
Stock Repurchase Program
The Company maintains a stock repurchase program authorizing the repurchase of up to $10.0 million of the Company's outstanding common stock through December 31, 2026. The Company did not acquire any shares of common stock pursuant to the stock repurchase plan during the three and six months ended June 30, 2026 and 2025. The remaining availability under the stock repurchase program as of June 30, 2026, was approximately $8.2 million.
At the Market Equity Program
The Company has an “At The Market” ("ATM") equity offering program pursuant to Equity Distribution Agreements (collectively the "EDAs") with its sales agent, pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering amount of up to $50.0 million from time to time through a sales agent. As of June 30, 2026, no shares of common stock had been issued under the ATM program.
Dividends
The following tables describe the cash dividends declared on the Company's common stock and vested RSUs and in the Company's capacity as general partner of the operating partnership, authorized distributions on our LPI Units declared by the Company during the six months ended June 30, 2026 and 2025:
Declaration DateRecord DatePeriod CoveredDistributions Paid DateAmount per Share/Unit
March 4, 2026March 31, 2026January 1, 2026 to March 31, 2026April 15, 2026$0.43 
June 12, 2026June 30, 2026April 1, 2026 to June 30, 2026July 15, 2026$0.43 
Total$0.86 
Declaration DateRecord DatePeriod CoveredDistributions Paid DateAmount per
Share/Unit
March 4, 2025March 31, 2025January 1, 2025 to March 31, 2025April 15, 2025$0.43 
June 16, 2025June 30, 2025April 1, 2025 to June 30, 2025July 15, 2025$0.43 
Total$0.86 
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 12 - Earnings Per Share
The following table presents the computation of basic and diluted earnings per share (in thousands, except share and per share data):
 For the Three Months Ended June 30,For the Six Months Ended June 30,
2026202520262025
Numerator:
Net Income Attributable to Common Stockholders$5,896 $7,319 $11,670 $13,615 
Add: Net Income Attributable to Noncontrolling Interest101 126 199 234 
Net Income$5,997 $7,445 $11,869 $13,849 
Denominator:
Weighted Average Shares of Common Stock Outstanding - Basic20,642,90720,613,86620,644,45820,602,635
Dilutive Effect of LPI Units357,380357,442357,410360,549
Dilutive Effect of Unvested Performance Stock Units660336
Dilutive Effect of Unvested Restricted Stock Units12,1773,61513,9947,976
Weighted Average Shares of Common Stock - Diluted21,013,12420,974,92321,016,19820,971,160
Earnings Per Share - Basic
Net Income Attributable to Common Stockholders$0.29 $0.36 $0.57 $0.66 
Earnings Per Share - Diluted
Net Income Attributable to Common Stockholders$0.29 $0.35 $0.56 $0.66 
During the three and six months ended June 30, 2026, the Company included the dilutive effect of LPI Units, unvested RSUs, and certain performance‑based PSUs in the calculation of weighted‑average shares of common stock outstanding – diluted. The effects of 791,790 and 602,392 outstanding stock options and warrants, respectively, were excluded from diluted weighted‑average shares outstanding because their inclusion would have been anti‑dilutive. In addition, 93,857 outstanding PSUs subject to a market‑based vesting condition were excluded from diluted earnings per share because it was uncertain whether the market conditions for the PSUs would have been met as of June 30, 2026.
During the three and six months ended June 30, 2025, the Company included the effect of LPI Units and unvested RSUs in the calculation of weighted average shares of common stock outstanding - diluted. However, the effect of 791,790 and 602,392 outstanding stock options and warrants, respectively, were excluded in the Company's calculation of weighted average shares of common stock outstanding – diluted, as their inclusion would have been anti-dilutive. The effect of 113,490 outstanding PSUs were not included in the calculation of diluted earnings per share because it was uncertain whether the market condition for the PSUs would have been met as of June 30, 2025.
Note 13 – Fair Value Measurements
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 on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)

unobservable inputs when measuring fair value. The standards describe three levels of inputs that may be used to measure fair value:
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – Includes other inputs that are directly or indirectly observable in the marketplace.
Level 3 – Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions.
The following table presents the carrying value and estimated fair value of financial instruments at June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026December 31, 2025
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Loan Receivable(1)
$4,949 $5,008 $4,929 $5,031 
Revolving Credit Facility(2)
$7,600 $7,563 $7,600 $7,565 
(1) The fair value measurement of the $5.0 million Loan Receivable is based on unobservable inputs, and as such, is classified as Level 3. The carrying value as of June 30, 2026 and December 31, 2025, reflects the provision for current expected credit loss of $51 thousand and $71 thousand, respectively.
(2) The fair value measurement of the Company's Revolving Credit Facility is based on observable inputs, and as such, is classified as Level 2.
As of June 30, 2026 and December 31, 2025, the carrying amounts of financial instruments such as cash and cash equivalents, other assets, accounts payable and accrued expenses, and other liabilities approximate their fair values due to the generally short-term nature and the market rates of interest of these instruments. As such, these financial instruments are classified as Level 1.
Note 14 - Income Taxes

As a REIT, the Company is not subject to federal income tax to the extent that it makes qualifying distributions to its stockholders, and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution, and stock ownership tests. The state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax in such jurisdictions. The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise, or business taxes.

Taxable REIT Subsidiaries

The Company may conduct some of its operations through a domestic subsidiary that jointly elects to be a Taxable REIT Subsidiary ("TRS") of the Company. The TRS is subject to U.S. federal, state and local corporate income taxes at the current federal statutory rate of 21%. The Company’s effective tax rate differs from its combined U.S. federal, state and local corporate statutory tax rate primarily due to income earned at the REIT, which is not subject to tax, due to the deduction for qualifying distributions made by the Company. For the six months ended June 30, 2026 and 2025, the TRS had very limited activity and did not generate taxable income.
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 15 - Commitments and Contingencies
As of June 30, 2026, the Company is the lessee under one office lease. Refer to Note 4 - "Leases" for further information.
The Company owns a portfolio of properties that it leases to entities that cultivate, harvest, process and distribute cannabis. The cannabis industry is subject to a complex and evolving regulatory framework at the federal, state and local levels. The operations of the Company's tenants are authorized under the laws of the states and local jurisdictions in which they operate, and medical cannabis activities are permissible under federal law when conducted pursuant to applicable federal requirements. However, the Company and its tenants remain subject to risks and uncertainties associated with changes in laws, regulations and regulatory interpretations. Such risks and uncertainties could adversely affect the Company's tenants, their ability to satisfy lease obligations and, in turn, the Company's business, financial condition and results of operations.
The Company may from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. Though the results of any such proceedings, claims, inquiries, and investigations may not be predicted with certainty, the Company does not believe that the final outcome of any such current matters are reasonably likely to have a material adverse effect on our business, financial condition, or results of operations.
Note 16 - Segments
The Company specializes in long-term, single-tenant, triple-net sale leaseback and build-to-suit projects located in the United States within the regulated cannabis industry. The Company’s properties are aggregated into one reportable segment due to their similarities: they are leased to state-licensed operators on a long-term triple-net basis, and consist of improvements that are reusable and share similar economic characteristics. The Chief Operating Decision Maker ("CODM") is the Company’s President and Chief Executive Officer. The CODM regularly reviews consolidated financial information and performance used to make decisions about the Company as a whole and without distinguishing or grouping of operations based on asset type, revenue, geographic location, tenant or other factors. Accordingly, for disclosure purposes, the Company has a single reportable segment, which is reported on the Company’s consolidated financial statements, which includes all significant segment expenses and assets.
The CODM evaluates performance and allocates resources based on revenue, income from operations and net income as reported in the consolidated statements of operations. The Company’s revenues are primarily derived from the long-term, triple-net leases that the Company executes with tenants. These revenues are derived from operating leases which are classified in “Rental Income” and “Fees and Reimbursables” on our consolidated statements of operations. Since these leases are triple-net, property-level expenses are generally either the responsibility of the tenant or reimbursed to the Company. As such, the CODM does not regularly assess property-specific revenue or expense metrics in the evaluation of performance.
Total expenditures for long-lived assets are reported on the consolidated statements of cash flows. The CODM does not regularly review measures of assets to evaluate performance. The CODM reviews consolidated net income to evaluate income generated from assets (return on assets) in deciding whether to reinvest profits to grow the property portfolio or deploy income into other aspects of the Company, such as to repay debt, buy back common stock under the share repurchase program or pay dividends.
Note 17 - Subsequent Events
Revolving Credit Facility
On August 5, 2026, the Operating Partnership entered into an amendment to the Revolving Credit Facility, amending the Loan and Security Agreement. The amendment (i) maintains the aggregate commitment under the
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NEWLAKE CAPITAL PARTNERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 17 - Subsequent Events (continued)
Revolving Credit Facility at $90.0 million, with one existing regional bank providing the full commitment under the facility, subject to lender approval for borrowings in excess of $30.0 million in aggregate principal amount; (ii) extends the maturity date by two years from May 6, 2027 to May 6, 2029; (iii) modifies the interest rate such that borrowings bear interest at a variable rate equal to the greater of (a) the Prime Rate quoted in The Wall Street Journal (Western Edition) or (b) 6.25%; and (iv) revises the unused line fee provisions such that a 0.25% per annum fee applies only if average daily revolver usage is less than 35% of approved revolver availability for the applicable period.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
SPECIAL NOTE REGARDING FORWARD LOOKING INFORMATION
NewLake Capital Partners, Inc. (the "Company," "we," "our," "us,") makes statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In particular, statements pertaining to our capital resources, property performance, leasing rental rates, future dividends and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our funds from operations, adjusted funds from operations, anticipated market conditions, demographics, and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believe,” “continue,” "remain," “could,” “expect,” “may,” “will,” “should,” “would,” “seek,” “approximately,” “intend,” “plan,” “pro forma,” “estimates,” “forecast,” “project,” or “anticipate” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including changes to the federal and state regulation of cannabis and the continuing uncertainty regarding the treatment of cannabis under federal law;
reduced liquidity of our common stock resulting from the limited availability of clearing firms, broker-dealers, investment banks and other financial institutions willing to support trading in our securities or participate in secondary offerings involving our securities;
general economic conditions including changes in the financial condition of our tenants resulting from uncertainties or changes in fiscal, monetary and regulatory policies;
adverse economic or real estate developments, either nationally or in the markets in which our properties are located;
other factors affecting the real estate industry generally;
increase in interest rates and operating costs;
the impact of inflation;
financial market fluctuations;
the competitive environment in which we operate;
the estimated growth in and evolving market dynamics of the regulated cannabis market;
adverse economic effects on the cannabis market;
the expected medical-use or adult-use cannabis legalization in certain states;
shifts in public opinion regarding regulated cannabis;
the additional risks that may be associated with certain of our tenants cultivating adult-use cannabis in our cultivation facilities;
the risks associated with the development of cultivation centers and dispensaries;
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our ability to successfully identify opportunities in target markets;
the lack of tenant security deposits will impact our ability to recover rents should our tenants default under their respective lease agreements;
our status as an emerging growth company and a smaller reporting company;
our lack of an extensive operating history;
the concentration of our tenants in certain geographical areas;
our failure to generate sufficient cash flows to service any outstanding indebtedness;
rates of defaults on, early terminations of, or non-renewal of leases by tenants, including significant tenants;
our failure to acquire the properties in our identified pipeline successfully, on the anticipated timeline or at the anticipated costs;
our failure to properly assess employment growth or other trends in target markets and other markets in which we seek to invest;
lack or insufficient amounts of insurance;
bankruptcy or insolvency of a significant tenant or a substantial number of smaller tenants;
our access to certain financial resources, including banks and other financial institutions;
successfully integrate and manage acquired properties;
our ability to operate successfully as a public company;
our dependence on key personnel and ability to identify, hire and retain qualified personnel in the future;
conflicts of interests with our officers and/or directors stemming from their fiduciary duties to other entities, including our operating partnership;
our failure to obtain necessary outside financing on favorable terms or at all;
general volatility of the market price of our common stock;
changes in accounting principles generally accepted in the United States of America (“GAAP”), including new accounting standards or interpretations;
environmental uncertainties and risks related to adverse weather conditions and natural disasters;
our failure to maintain our qualification as a REIT for federal income tax purposes; and
changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other circumstances after the date of this report, except as required by applicable law. You should not place undue reliance on forward-looking statements that are based on information currently available to us or to third parties making such forward-looking statements.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on
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Form 10-Q as well as our audited consolidated financial statements and related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the fiscal year ended December 31, 2025 included in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q.
This discussion, particularly information with regarding our future results of operations or financial condition, business strategy and plans, and management's objectives for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading "Special Note Regarding Forward-Looking Information" in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading "Risk Factors" in our most recent Annual Report on Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Overview
NewLake Capital Partners, Inc., (the "Company," "we," "our," "us,") is an internally managed REIT and a leading provider of real estate capital to state-licensed cannabis operators primarily through sale-leaseback transactions, third-party purchases and funding for build-to-suit projects. Our properties are leased to single tenants on a long-term, triple-net basis, which obligates the tenant for the ongoing expenses of the leased property, in addition to its rent obligations.
We were incorporated in Maryland on April 9, 2019. We conduct our business through a traditional umbrella partnership REIT structure, in which properties are owned by an operating partnership, directly or through subsidiaries. We are the sole general partner of our operating partnership and currently own approximately 98% of the Limited Partnership Interest ("LPI Units"). We have elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our short taxable year ended December 31, 2019 and intend to operate our business so as to continue to qualify as a REIT.
As of June 30, 2026, we owned 34 properties across 12 states, consisting of 19 dispensaries and 15 cultivation facilities which included 31 properties leased to state-licensed operators and 3 properties which were available for lease.
Emerging Growth Company
We have elected to be an emerging growth company, as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company, among other things:
We are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;
We are permitted to provide less extensive disclosure about our executive compensation arrangements; and
We are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements.
We have elected to use an extended transition period for complying with new or revised accounting standards.
We may take advantage of the other provisions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest to occur of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.2 billion (subject to adjustment for inflation), (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of our initial public offering.
We will cease to qualify as an emerging growth company on December 31, 2026. While we will no longer be eligible for certain accommodations available to emerging growth companies, we currently qualify as a smaller reporting company and a non‑accelerated filer and, as such, are not subject to the auditor attestation requirements of Section 404(b) of the Sarbanes‑Oxley Act or the requirement to hold advisory votes on executive compensation.
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Factors Impacting Our Operating Results
Our results of operations are affected by a number of factors and depend on the rental revenue we receive from the properties that we own, interest income we receive from the loans we originate, the timing of lease expirations, general market conditions, the regulatory environment in the cannabis industry, and the competitive environment for real estate assets that support the cannabis industry.
Rental Income
We generate rental income from real estate properties we own and from properties we may acquire in the future. The level and stability of rental income are influenced by a number of factors, including:
Tenant performance and rent collection: Collections primarily relate to tenants' and guarantors' financial condition and ability to make rent payments on time.
Industry and regulatory conditions: Our tenants operate in the cannabis industry. Changes in federal, state or local laws, or in their interpretation or enforcement, may adversely affect our tenants' ability to fulfill lease obligations, which could adversely affect our ability to maintain or increase rental rates.
Tenant operating history: Certain tenants have limited operating histories and may be more susceptible to payment or other lease defaults. Accordingly, our operating results may be influenced by the financial performance and creditworthiness of our tenants.
Ability to re‑lease available properties and manage tenant issues: Our operating results may also be affected by our ability to re‑lease available properties in a timely manner and to manage and resolve tenant‑related issues, including rent defaults, lease restructurings or other credit challenges.
For the three and six months ended June 30, 2026, all rental income was derived from triple-net leases. Under these leases, tenants are generally responsible for real estate taxes, insurance, maintenance and utilities, and most leases include a parent, affiliate or other guaranty. As of June 30, 2026, we had 31 leased properties across 12 tenants and three properties available for lease, which we are actively working to re-lease.
Financial Performance and Condition of Our Tenants
Condition of Our Tenants
The Cannabist Company
On March 24, 2026, The Cannabist Company ("Cannabist"), which operates at four of our properties, including two properties located in Illinois and two properties located in Massachusetts, publicly announced that it had entered into definitive agreements to sell certain assets and entered into a non-binding memorandum of understanding for the sale of certain production, manufacturing, distribution and sale operations (through the sale of equity or assets) in six states, including Illinois and Massachusetts, where we lease properties to Cannabist, and commenced restructuring proceedings under the Companies Creditors Arrangement Act ("CCAA") in Canada. On May 9, 2026, the U.S. Bankruptcy Court for the District of Delaware granted recognition of the Canadian restructuring proceedings under Chapter 15 of the U.S. Bankruptcy Code. We continue to monitor developments related to this tenant and its restructuring proceedings.
During the six months ended June 30, 2026, we collected full rent for each of the four properties leased to Cannabist and the tenant remains current on its contractual lease obligations to us. We hold aggregate security deposits totaling approximately $481.6 thousand across these four properties.
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Lease Modifications
San Diego, CA
On January 28, 2026, we entered into a First Amendment to the Lease Agreement (the “Amendment”) for our dispensary property located in San Diego, California. Pursuant to the Amendment, we consented to a change in control of the tenant, pursuant to which Wellgreens acquired the tenant entity formerly operated by the Cannabist. In connection with the Amendment, the lease term was extended by five years, through December 31, 2034, with three renewal options and annual contractual rent escalators. In addition, the existing purchase option under the lease remained with the tenant. All other material terms of the lease remain unchanged.
Sinking Springs, PA
As a result of a third‑party transaction involving Acreage Holdings, Inc.’s Pennsylvania cultivation operations (Prime Wellness) during March 2026, we added Holistic Industries as an additional guarantor under the lease for our Sinking Springs, Pennsylvania property. As part of this same transaction, we also added Canopy USA as an additional guarantor under the lease with Acreage Holdings’ Massachusetts subsidiary, The Botanist, for our Sterling, Massachusetts cultivation facility.
Other than the addition of these guarantors, there were no modifications to the economic or non‑economic terms of either lease, and the Company did not provide capital, financing, or other consideration in connection with these arrangements.
Available Properties
As of June 30, 2026, three of our cultivation facilities, located in Pottsville, Pennsylvania; Sparks, Nevada; and Fitchburg, Massachusetts, were available for lease following tenant departures in 2025. We continue to actively market these properties for lease.
Financial Markets Update
U.S. monetary policy remains restrictive relative to historical norms, and interest rates continue to be elevated compared to prior years. Capital availability remains selective, particularly for emerging and specialized sectors such as cannabis. While certain operators have successfully refinanced or extended debt maturities, many continue to experience margin pressure, elevated leverage and limited access to traditional financing sources. Significant debt maturities remain outstanding across the industry through 2026 and 2027, leading to ongoing refinancing risk. Industry-wide credit stress has contributed to several notable restructurings and insolvency proceedings across the sector, including at the parent-company level of certain private and public multi-state operators.
Broader macroeconomic uncertainty persists, including inflationary pressures, uncertainty regarding future interest rate policy and cautious investor sentiment. These conditions have contributed to a disciplined approach to capital deployment across equity and credit markets, with increased emphasis on liquidity, balance-sheet strength and risk management.
As a REIT focused on leasing properties to cannabis tenants, we continue to closely monitor these evolving market dynamics. Disciplined underwriting, proactive tenant engagement and active portfolio management remain central to our strategy as we operate in an environment characterized by elevated borrowing costs, selective capital availability and sector-specific regulatory and credit risks. We believe the ongoing financial pressures affecting portions of the cannabis industry, including refinancing challenges associated with upcoming debt maturities, underscore the importance of prudent tenant evaluation and thoughtful portfolio construction.
Regulatory Environment - Industry Impacts
As of June 30, 2026, the federal regulatory environment for cannabis continued to evolve. In April 2026, the U.S. Department of Justice ("DOJ") issued an order rescheduling medical cannabis sold under qualifying state-licensed medical marijuana programs from Schedule I to Schedule III of the Controlled Substances Act ("CSA"). The order permits qualifying state-licensed medical marijuana operators that obtain and maintain the required DEA registrations to operate under a federal Schedule III framework and eliminates the application of Internal Revenue Code Section 280E for
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qualifying state-licensed medical marijuana businesses. As a result, qualifying operators may benefit from reduced federal tax burdens, improved operating cash flows and enhanced access to capital.
Legal challenges have been filed in the U.S. Court of Appeals for the D.C. Circuit challenging the April 2026 DOJ order and related DEA actions. These challenges include claims that the order exceeds DOJ's statutory authority, was procedurally deficient, and did not comply with applicable administrative requirements under the Administrative Procedure Act, the Controlled Substances Act and treaty-related obligations. Certain petitioners have sought to have the April 2026 order vacated, and, based on the information available as of the date of this filing, these legal challenges remain unresolved. If successful, these challenges could result in changes to, or the reversal of, the current federal classification framework applicable to qualifying state-licensed medical cannabis businesses.
The April 2026 order does not apply to adult-use cannabis, which remains subject to a separate federal regulatory framework. Separately, the DEA initiated an expedited administrative process to consider broader rescheduling of cannabis. The DEA administrative hearing regarding broader cannabis rescheduling commenced on June 29, 2026 and concluded on July 15, 2026. Following the hearing, the DEA Administrative Law Judge established August 17, 2026 as the deadline for transcript corrections and optional post-hearing briefs, after which time he will issue his findings and recommendation to the DEA Administrator. As of the date of this filing, no final determination has been issued in the broader rescheduling proceeding.
We believe these developments represent a significant milestone for the regulated cannabis industry and may improve operating cash flows, credit profiles and access to capital for certain operators over time. However, the ultimate impact of these developments will depend on the outcome of pending legal challenges, ongoing administrative proceedings, future federal regulatory actions, and the implementation and interpretation of applicable federal and state requirements. We continue to monitor these developments and their potential impact on our tenants and the broader cannabis industry.
Inflation and Supply Chain Constraints
The Consumer Price Index ("CPI") rose by approximately 3.5% for the twelve months ended June 30, 2026. While inflation remains well below the peaks experienced during 2022, recent data indicates renewed upward pressure, particularly related to energy costs. It remains above the Federal Reserve’s long-term 2% target, contributing to higher costs across labor, materials, and services.
Inflation has increased operating costs for state-regulated cannabis operators, including higher wages and rising prices for cultivation inputs such as fertilizers, nutrients and specialized equipment. Development and redevelopment projects have remained capital-intensive due to elevated material costs and evolving regulatory requirements. Although global supply chains have stabilized, cannabis operators continue to experience delays in accessing specialized equipment required for cultivation and processing facilities.
These pressures have been compounded by geopolitical tensions and shifting trade policies, which have contributed to uncertainty in input pricing and the timing of capital projects. As a result, many cannabis businesses continue to experience higher capital requirements and delays in project starts or completions. We continue to monitor inflationary and supply-chain conditions and their potential effects on our tenants and investment commitments.
Competitive Environment
We face competition from a diverse mix of market participants, including but not limited to, other companies with similar business models, independent investors, hedge funds and other real estate investors, mortgage REITs, hard money lenders, as well as would-be tenants and cannabis operators themselves, all of whom may compete with us in our efforts to acquire real estate zoned for cannabis cultivation, production or dispensary operations. Competition from others may diminish our opportunities to acquire a desired property on favorable terms or at all. In addition, this competition may put pressure on us to reduce the rental rates below those that we expect to charge for the properties that we own and expect to acquire, which would adversely affect our financial results.
Critical Accounting Estimates
In accordance with GAAP, our consolidated financial statements require the use of estimates and assumptions that involve the exercise of judgment and use of assumptions. Our most critical accounting estimates will involve decisions and assessments that could affect our reported assets and liabilities, as well as our reported revenues and expenses. Actual results could differ materially from those estimates and assumptions.
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We believe that all of the decisions and assessments upon which our consolidated financial statements have been based were reasonable at the time made and based upon information available to us at that time. There have been no changes to our critical accounting estimates included in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of our Annual Report on Form 10-K for the year ended December 31, 2025.
Second Quarter 2026 Highlights
Capital Market Activity
Dividends
On June 12, 2026, our Board of Directors declared a second quarter 2026 cash dividend of $0.43 per share of common stock, equivalent to an annualized dividend of $1.72 per share of common stock. The dividend was paid on July 15, 2026, to stockholders of record at the close of business on June 30, 2026.
Recent Developments
On August 5, 2026, we entered into an amendment to the Revolving Credit Facility, amending the Loan and Security Agreement. The amendment (i) maintains the aggregate commitment under the Revolving Credit Facility at $90.0 million, subject to lender approval for borrowings in excess of $30.0 million; (ii) extends the maturity date by two years from May 6, 2027 to May 6, 2029; (iii) modifies the interest rate provisions such that borrowings bear interest at a variable rate equal to the greater of (a) the Prime Rate quoted in The Wall Street Journal (Western Edition) or (b) 6.25%; and (iv) revises the unused line fee provisions such that a 0.25% per annum fee applies only if average daily revolver usage is less than 35% of approved availability for the applicable period.
Results of Operations
General
During the three months ended June 30, 2026, we derived substantially all of our revenue from rental income generated by 31 leased properties, each of which is leased to a single tenant under a triple‑net lease. We continue to market our three available cultivation facilities located in Pottsville, Pennsylvania; Sparks, Nevada; and Fitchburg, Massachusetts, for lease and are actively seeking replacement tenants. As of June 30, 2026, our portfolio remained conservatively leveraged, with only $7.6 million outstanding under our Revolving Credit Facility. Our annualized general and administrative expense ratio was 1.5% of total assets.
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Comparison of the three months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30,Increase/(Decrease)
20262025Q2'26 vs Q2'25
Revenue:
Rental Income$11,786 $12,564 $(778)
Interest Income from Loans140 137 
Fees and Reimbursables161 231 (70)
Total Revenue12,087 12,932 (845)
Expenses:
Reimbursable Property Expenses50 41 
Property Carrying Costs135 130 
Depreciation and Amortization Expense3,864 3,877 (13)
General and Administrative Expenses:
  Compensation Expense976 670 306 
  Professional Fees396 197 199 
  Other General and Administrative Expenses540 554 (14)
Total General and Administrative Expenses1,912 1,421 491 
Total Expenses5,961 5,344 617 
Loss on Sale of Real Estate— (34)34 
Provision for Current Expected Credit Loss10 (1)
Income From Operations6,135 7,564 (1,429)
Other Income (Expense):
Other Income78 91 (13)
Interest Expense(216)(210)(6)
Total Other Income (Expense)(138)(119)(19)
Net Income5,997 7,445 (1,448)
Net Income Attributable to Noncontrolling Interests(101)(126)25 
Net Income Attributable to Common Stockholders$5,896 $7,319 $(1,423)
Revenues
Rental Income
Rental income for the three months ended June 30, 2026 decreased by approximately $0.8 million, to approximately $11.8 million, compared to approximately $12.6 million for the three months ended June 30, 2025. The decrease in rental income was primarily attributable to:
Approximately $0.4 million related to our Fitchburg, Massachusetts cultivation facility, which was available for lease during the three months ended June 30, 2026. The property became available following the departure of the prior tenant in July 2025.
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Approximately $0.7 million related to two cultivation facilities located in Sparks, Nevada and Pottsville, Pennsylvania, which were available for lease during the three months ended June 30, 2026. The properties became available following the departure of the prior tenant in August 2025.
The decreases in rental income described above were partially offset by:
Annual rent escalations across our portfolio, which increased rental income by approximately $0.3 million during the three months ended June 30, 2026.
A full quarter of rental income from two dispensaries acquired in Ohio during 2025 as well as rental income associated with improvement allowances funded at one of the Ohio dispensaries, which together increased rental income by approximately $30 thousand during the three months ended June 30, 2026.
Interest Income from Loans
Interest income from loans increased slightly due to the annual rate adjustment on our one $5.0 million loan receivable.
Fees and Reimbursables
Fees and reimbursables decreased slightly due to timing of revenue reimbursements during the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Expenses
Reimbursable Property Expenses
Reimbursable property expenses for the three months ended June 30, 2026 remained relatively flat quarter over quarter. From time to time, we may pay certain property-level expenses on behalf of tenants that are reimbursable to us. Accordingly, fluctuations between periods primarily reflect the nature and amount of expenses paid on behalf of tenants during the period and are not indicative of a recurring expense trend.
Property Carrying Costs
Property carrying costs represent expenses incurred to maintain properties that are available for lease. These costs generally include real estate taxes, utilities, property management fees, security, and other expenses necessary to keep the properties functional and marketable. We incurred minimal property carrying costs during the three months ended June 30, 2025, as only one property incurred such costs. During the three months ended June 30, 2026, we incurred approximately $0.1 million of property carrying costs related to three cultivation facilities located in Fitchburg, Massachusetts; Pottsville, Pennsylvania; and Sparks, Nevada that were available for lease during the period.
Depreciation and Amortization
Depreciation and amortization remained relatively flat quarter over quarter.
General and Administrative Expenses
Total general and administrative expenses for the three months ended June 30, 2026 increased by approximately $0.5 million to approximately $1.9 million, compared to $1.4 million for the three months ended June 30, 2025. The increase in total general and administrative expense is described below by category.
Compensation Expense
Compensation expense includes salaries and benefits for directors, employees and officers, as well as stock-based compensation. For the three months ended June 30, 2026, compensation expense increased by approximately $0.3 million to $1.0 million, compared to $0.7 million for the three months ended June 30, 2025. The increase was primarily attributable to an employee resignation in May 2025, which resulted in a one-time reduction in compensation expense during the three months ended June 30, 2025. To a lesser extent, modest annual merit-based salary increases and modest increases in stock-based compensation expense contributed to the increase during the three months ended June 30, 2026
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Professional Fees
Professional fees for the three months ended June 30, 2026 increased by approximately $0.2 million, to approximately $0.4 million compared to approximately $0.2 million for the three months ended June 30, 2025. The increase was primarily attributable to higher consulting and legal costs associated with corporate initiatives and efforts related to our portfolio.
Other General and Administrative Expenses
Other general and administrative expenses remained relatively flat quarter over quarter.
Loss on Sale of Real Estate
There were no property sales or exchanges during the three months ended June 30, 2025.
Provision for Current Expected Credit Loss
Provision for current expected credit loss remained relatively flat quarter over quarter.
Other Income (Expense)
Other Income
Other income, which is mainly comprised of interest income remained relatively flat quarter over quarter.
Interest Expense
Interest expense which is mainly comprised of interest on our Revolving Credit Facility remained relatively flat quarter over quarter.
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Comparison of the six months ended June 30, 2026 and 2025 (in thousands):
Six Months Ended June 30,Increase/(Decrease)
20262025Q2'26 vs Q2'25
Revenue:
Rental Income$23,548 $25,151 $(1,603)
Interest Income from Loans277 271 
Fees and Reimbursables570 720 (150)
Total Revenue24,395 26,142 (1,747)
Expenses:
Reimbursable Property Expenses385 668 (283)
Property Carrying Costs367 362 
Depreciation and Amortization Expense7,731 7,760 (29)
General and Administrative Expenses:
  Compensation Expense1,958 1,875 83 
  Professional Fees910 803 107 
  Other General and Administrative Expenses916 964 (48)
Total General and Administrative Expenses3,784 3,642 142 
Total Expenses12,267 12,075 192 
Loss on Sale of Real Estate— (34)34 
Provision for Current Expected Credit Loss20 23 (3)
Income From Operations12,148 14,056 (1,908)
Other Income (Expense):
Other Income152 177 (25)
Interest Expense(431)(384)(47)
Total Other Income (Expense)(279)(207)(72)
Net Income11,869 13,849 (1,980)
Net Income Attributable to Noncontrolling Interests(199)(234)35 
Net Income Attributable to Common Stockholders$11,670 $13,615 $(1,945)
Revenues
Rental Income
Rental income for the six months ended June 30, 2026 decreased by approximately $1.6 million to approximately $23.5 million, compared to approximately $25.2 million for the six months ended June 30, 2025. The decrease in rental income was primarily attributable to:
Approximately $0.8 million related to our Fitchburg, Massachusetts cultivation facility, which was available for lease during the six months ended June 30, 2026. The property became available following the departure of the prior tenant in July 2025.
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Approximately $1.5 million related to two cultivation facilities located in Sparks, Nevada and Pottsville, Pennsylvania, which were available for lease during the six months ended June 30, 2026. The properties became available following the departure of the prior tenant in August 2025.
The decreases in rental income described above were partially offset by increases in rental income primarily attributable to:
Annual rent escalations across our portfolio, which generated an increase of approximately $0.6 million of rental income during the six months ended June 30, 2026.
A full six months of rental income from two dispensaries acquired in Ohio during 2025 as well as rental income associated with improvement allowances funded at one of the Ohio dispensaries, which together increased rental income by approximately $0.1 million during the six months ended June 30, 2026.
Interest Income from Loans
Interest income from loans increased slightly due to the annual interest rate increase on our one $5.0 million loan receivable.
Fees and Reimbursables
Fees and reimbursables for the six months ended June 30, 2026 decreased by approximately $150 thousand, to approximately $570 thousand, from approximately $720 thousand for the six months ended June 30, 2025, primarily due to timing of revenue reimbursements between periods.
Expenses
Reimbursable Property Expenses
For the six months ended June 30, 2026, reimbursable property expenses decreased by approximately $0.3 million to approximately $0.4 million compared to approximately $0.7 million for the six months ended June 30, 2025. In certain circumstances we will pay for select expenses on behalf of the tenant with the tenant being obligated to reimburse us. Accordingly, fluctuations between periods primarily reflect the nature and amount of expenses paid on behalf of tenants during the period and are not indicative of a recurring expense trend.
Property Carrying Costs
Property carrying costs represent expenses incurred to maintain properties that are available for lease. These costs generally include real estate taxes, utilities, property management fees, security, and other expenses needed to keep the properties functional and marketable for leasing. During the six months ended June 30, 2026, we incurred approximately $0.4 million of property carrying costs related to three cultivation facilities located in Fitchburg, Massachusetts; Pottsville, Pennsylvania; and Sparks, Nevada that were available for lease during the period. Property carrying costs were minimal during the prior-year period, and the increase was primarily attributable to carrying costs incurred at these facilities during the six months ended June 30, 2026.
Depreciation and Amortization Expense
Depreciation and amortization expense remained relatively flat year over year.
General and Administrative Expenses
The increase in general and administrative expense is described below by category.
Compensation Expense
Compensation expense includes salaries and benefits for directors, employees and officers, as well as stock-based compensation. For the six months ended June 30, 2026, compensation expense increased by approximately $0.1 million, to approximately $2.0 million compared to approximately $1.9 million for the six months ended June 30, 2025. The increase
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was primarily attributable to an employee resignation in May 2025, which resulted in a one-time reduction in compensation expense during the six months ended June 30, 2025. To a lesser extent, modest annual merit-based salary increases and modest increases in stock-based compensation expense also contributed to the increase during the six months ended June 30, 2026.
Professional Fees
Professional fees generally include fees paid for audit, tax, legal and consulting services. For the six months ended June 30, 2026, professional fees increased by approximately $0.1 million, to approximately $0.9 million compared to approximately $0.8 million for the six months ended June 30, 2025. The increase was primarily attributable to higher consulting and legal costs associated with corporate initiatives and efforts related to our portfolio.
Other General and Administrative Expenses
Other general and administrative expenses remained relatively flat year over year.
Loss on Sale of Real Estate
There were no property sales or exchanges during the six months ended June 30, 2026.
Provision for Current Expected Credit Loss
Provision for current expected credit loss remained relatively flat year over year.
Other Income (Expense)
Other Income
Other income, which is mainly comprised of interest income remained relatively flat year over year.
Interest Expense
Interest expense increased minimally related to the change in borrowing costs under our Revolving Credit Facility, which transitioned to a variable interest rate of Prime plus 1% compared to a fixed rate of 5.65%, effective May 6, 2025. The interest rate under our Revolving Credit Facility at June 30, 2026 was 7.75%.
Non-GAAP Financial Information and Other Metrics
Funds from Operations and Adjusted Funds from Operations
Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) are non-GAAP financial measures and should not be viewed as alternatives to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that FFO and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.
We calculate FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. NAREIT currently defines FFO as follows: net income (loss) (computed in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by an entity. Other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than we do and therefore our computation of FFO may not be comparable to such other REITs.
We calculate AFFO by starting with FFO and adjusting for non-cash and certain non-recurring transactions, including non-cash components of compensation expense and the effect of provisions for credit losses. Other REITs may not define AFFO in the same manner as we do and therefore our calculation of AFFO may not be comparable to such other REITs. You should not consider FFO and AFFO to be alternatives to net income as a reliable measure of our operating
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performance; nor should you consider FFO and AFFO to be alternatives to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity.
The table below is a reconciliation of net income attributable to common stockholders to FFO and AFFO for the three and six months ended June 30, 2026 and 2025 (in thousands):
For the Three Months Ended June 30,
For the Six Months Ended June 30,
2026202520262025
Net Income Attributable to Common Stockholders$5,896 $7,319 $11,670 $13,615 
Net Income Attributable to Noncontrolling Interests101 126 199 234 
Net Income5,997 7,445 11,869 13,849 
Adjustments:
Real Estate Depreciation and Amortization3,860 3,873 7,722 7,751 
Loss on Sale of Real Estate— 34 — 34 
FFO Attributable to Common Stockholders - Diluted9,857 11,352 19,591 21,634 
Provision for Current Expected Credit Loss(9)(10)(20)(23)
Stock-Based Compensation348 47 647 434 
Non-cash Interest Expense67 67 135 135 
Amortization of Straight-line Rent Expense(1)(1)(1)(2)
AFFO Attributable to Common Stockholders - Diluted
$10,262 $11,455 $20,352 $22,178 
Liquidity and Capital Resources
Our primary liquidity requirements include the payment of dividends to our shareholders, distributions to holders of LPI Units ("LPI Unitholders"), general and administrative expenses, debt service obligations, capital expenditures related to our existing portfolio, and funding for acquisitions and unfunded improvement commitments. We expect to meet these obligations through a combination of cash flows generated from operations, borrowings under our Revolving Credit Facility, and access to capital markets, including issuance under our at-the-market equity program ("ATM Program"), subject to availability and markets conditions. Where appropriate, we also may issue LPI Units as consideration for property acquisitions to facilitate tax-deferred transaction for sellers.
As of June 30, 2026, our liquidity total included $25.8 million of cash and cash equivalents along with $82.4 million available on our Revolving Credit Facility, subject to sufficient collateral in the borrowing base. While we believe these sources of liquidity are adequate to support our near-term needs, there can be no assurance that such sources will remain available to us on terms acceptable or in amounts sufficient to meet our future requirements.
In May 2025, the interest rate on our Revolving Credit Facility transitioned from a fixed rate of 5.65% to a variable rate of prime plus 1.00%. As of June 30, 2026, we had $7.6 million outstanding under the facility. Refer to Note 17 - "Subsequent Events" for additional details regarding the amendment to our Revolving Credit Facility. Given the relatively low outstanding balance, the impact of the rate change on our interest expense and liquidity has not been significant. Based on our current level of borrowings and the absence of any near‑term debt maturities, we do not expect changes in market interest rates to materially affect our liquidity position in the near term.
Based on our current projections, we believe that cash flows from continuing operations over the next twelve months, together with existing cash on hand and available borrowing capacity, will be sufficient to fund our operating activities, pay dividends to shareholders, make required distributions to LPI Unitholders, and service our debt obligations. Acquisitions and unfunded improvement allowance costs may require funding from borrowings, equity issuance and/or issuances of LPI Units. We may utilize a combination of these sources depending on market conditions and capital availability.
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Summary of Cash Flows
The following summary discussion of our cash flows is based on the consolidated statements of cash flows in our consolidated financial statements and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below (in thousands):
For the Six Months Ended June 30,
20262025
Net Cash Provided by Operating Activities$20,848 $21,625 
Cash Used in Investing Activities$(375)$(785)
Cash Used in Financing Activities$(18,648)$(19,199)
Cash and Cash Equivalents - End of Period$25,762 $21,854 
Net Cash Provided by Operating Activities:
Net cash provided by operating activities for the six months ended June 30, 2026 and 2025 was approximately $20.8 million and $21.6 million, respectively. Operating cash flow in both periods were primarily related to contractual rent received from our properties, partially offset by our general and administrative expenses and property carrying costs.
Cash Used in Investing Activities:
Cash used in investing activity during the six months ended June 30, 2026 and 2025 was approximately $0.4 million and $0.8 million, respectively. Cash used in investing activities during 2026 primarily related to funding an improvement allowance at a dispensary in Ohio, while cash used in investing activities during 2025 was primarily related to the purchase two dispensaries in Ohio.
Cash Used in Financing Activities:
Cash used in financing activities for the six months ended June 30, 2026 and 2025 was approximately $18.6 million and $19.2 million, respectively. Financing cash outflows in both periods primarily consisted of dividend payments, distributions to holders of LPI Units and cash paid for taxes in lieu of issuing common stock upon the vesting of RSUs and PSUs. The higher financing cash outflows during 2025 were primarily attributable to the cash settlement of PSUs and cash redemptions of LPI Units.
Dividends
To maintain our qualification as a REIT, U.S. federal income tax law generally requires that we distribute at least 90% of our REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding capital gains. We must pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our taxable income. We evaluate each quarter to determine our ability to pay dividends to our stockholders based on our net taxable income if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service payments. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution.
As a result of this distribution requirement, our Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. During the six months ended June 30, 2026, we declared and our board of directors approved, cash dividends on our common stock and restricted stock units and in our capacity as general partner of our Operating Partnership, we authorized distributions on our LPI Units of $0.86 per share.
During the six months ended June 30, 2025, we declared and our board of directors approved, cash dividends on our common stock and restricted stock units and in our capacity as general partner of the Operating Partnership, we authorized distributions on our LPI Units of $0.86 per share.
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Contractual Obligations and Commitments
Corporate Office Lease
As of June 30, 2026, we were the lessee under one office lease which had an initial term of four years and was amended on November 20, 2025, to extend the initial term for one year ending August 31, 2027. The lease is subject to annual escalations and the annual rent payments range from approximately $72 thousand in year one to approximately $85 thousand in year five. The office lease has a remaining weighted average term of approximately 1.17 years.
Revolving Credit Facility
Effective May 6, 2025, the Revolving Credit Facility transitioned from a fixed rate of 5.65% to a variable rate structure, bearing interest at a variable rate based upon the greater of (a) the Prime Rate published in the Wall Street Journal (Western Edition) plus a margin of 1.0%, or (b) 4.75%. As of June 30, 2026, the interest rate on our Revolving Credit Facility was 7.75% and we had $7.6 million outstanding under the facility. Refer to Note 6 - "Financings" for additional details.
Adoption of New or Revised Accounting Standards
We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we: (i) are no longer an emerging growth company; or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Interest Rate Risk
Interest rates are influenced by a range of factors, including fiscal and monetary policy, global economic conditions, and other variables beyond our control. We are exposed to interest rate risk through our Revolving Credit Facility, which bears a floating interest rate indexed to the Prime Rate published in the Wall Street Journal (Western Edition). As of June 30, 2026, we had $7.6 million in principal outstanding under the facility, bearing interest at 7.75%, which reflects a 100 basis point spread over the prevailing Prime Rate of 6.75%. Our cost of financing increased following the transition from a fixed rate of 5.65% through May 2025 to a variable structure thereafter. Although the Prime Rate has remained stable since the fourth quarter of 2025, our effective interest rate remains subject to future fluctuations in benchmark rates. To manage this exposure, we may evaluate the use of interest rate derivative instruments or other hedging strategies.
Impact of Inflation
As of June 30, 2026, inflation remained elevated with the CPI rising approximately 3.5% over the trailing twelve month period. This reflects a modest increase compared to the 2.7% inflation rate recorded during the trailing twelve months period ended June 30, 2025. While inflation continues to trend downward from the peaks of 2022, it remains above the Federal Reserve's long-term 2% target.
We enter into leases that generally provide for annual fixed increases in rent at a predetermined rate. In some instances, leases provide for annual increases in rent based on the increase in the CPI. We expect these lease provisions to result in rent increases over time. During periods when inflation exceeds the rent increases stipulated in the leases, rent increases may not keep pace with the rate of inflation.
Seasonality
Our business is not, and we do not expect our business to be, subject to material seasonal fluctuations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the U.S. credit markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact
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our access to and cost of capital. We continually monitor the commercial real estate and U.S. credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly.
ITEM 4. CONTROLS AND PROCEDURES.
Our management, including our Chief Executive Officer (the "CEO") and Chief Financial Officer (the "CFO"), reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act) as of the end of the period covered by this report. Based on that review and evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures, as designed, (1) were effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure and (2) were effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Limitations on Controls
Our system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not currently a party to any material legal proceedings. From time to time, we may in the future be a party to various claims and routine litigation arising in the ordinary course of business.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors set forth in the section titled “Risk Factors” included in our Annual Report on Form 10-K, dated March 6, 2026, filed with the SEC. Our business involves significant risks. You should carefully consider the risks and uncertainties described in our Annual Report on Form 10-K, together with all of the other information in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report. The risks and uncertainties described in our Annual Report are not the only ones we face. Additional risk and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. The realization of any of these risks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of operations, growth and future prospects as well as our ability to accomplish our strategic objectives. In that event, the market price of our common stock could decline and you could lose part or all of your investment.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND ISSUER PURCHASE OF EQUITY SECURITIES.
On November 7, 2022, our board of directors authorized a common stock repurchase program, to repurchase up to $10.0 million of our outstanding common stock (the “Repurchase Program”). Such authorization had an expiration date of December 31, 2023. On September 15, 2023, our board of directors authorized an amendment to the Repurchase Program for the repurchase of up to an additional $10.0 million of its outstanding common stock and extended the Repurchase Program through December 31, 2024. On November 19, 2024, our board of directors authorized extending the duration of the Repurchase Program to conclude on December 31, 2026. The Company did not acquire any shares of common stock pursuant to the Repurchase Program during the three months ended June 30, 2026. The remaining availability under the Repurchase Program as of June 30, 2026 was approximately $8.2 million.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURE.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the three months ended June 30, 2026, none of our Company's directors or officers adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Entry into a Material Definitive Agreement; Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 5, 2026, NLCP Operating Partnership, L.P.(the "Operating Partnership") entered into Amendment Number Three to the Loan and Security Agreement (the “Third Amendment”), amending the Loan and Security Agreement, dated as of May 6, 2022, as amended by the First Amendment to Loan and Security Agreement, dated as of July 29, 2022 and the Omnibus Second Amendment to Loan and Security Agreement and Loan Documents, dated as of March 10, 2025 (the “Existing Loan and Security Agreement” and, as amended by the Third Amendment, the “Loan and Security Agreement”), by and among the Operating Partnership and a commercial federally regulated bank, as a lender and as agent for the lenders from time to time party thereto (the “Lenders”), and the Lenders.

The Third Amendment (i) maintains the aggregate revolving commitment of $90.0 million, with one existing regional bank providing the full commitment under the facility, subject to lender approval for borrowings in excess of $30.0 million in aggregate principal amount ; (ii) extends the maturity date by two years to May 6, 2029; (iii) modifies the interest rate, such that borrowings bear interest at a variable rate equal to the greater of (a) the Prime Rate quoted in the Wall Street Journal (Western Edition) or (b) 6.25%; and (iv) revises the unused line fee provisions such that a 0.25% per annum unused line fee applies only if average daily revolver usage is less than 35% of approved revolver availability for the applicable period.

In connection with the Third Amendment, the guarantors of the Loan and Security Agreement reaffirmed the existing Guaranty. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2026.


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ITEM 6. EXHIBITS.
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Articles of Amendment and Restatement of NewLake Capital Partners, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-11 filed on June 21, 2021).
3.2
Articles Supplementary of NewLake Capital Partners, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 19, 2022).
3.3
Amended and Restated Bylaws of NewLake Capital Partners, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q filed on November 10, 2022).
10.1
Form of Senior Executive Performance Stock Unit Agreement under the NewLake Capital Partners, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on May 8, 2026).
31.1*
Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
_______________________
*Filed herewith.
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SIGNATURES
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.
NEWLAKE CAPITAL PARTNERS, INC.
Dated: August 5, 2026
By:
/s/ Anthony Coniglio
Name: Anthony Coniglio
Title: President and Chief Executive Officer
(Principal Executive Officer)
Dated: August 5, 2026
By:/s/ Lisa Meyer
Name: Lisa Meyer
Title: Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
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