[Form 4] Terreno Realty Corporation Insider Trading Activity

Rhea-AI Filing Summary

On 1 Aug 2025 Chesapeake Utilities Corporation (NYSE: CPK) entered into two liquidity-enhancing transactions. First, it signed a $200 million unsecured senior note purchase agreement; $150 million closed immediately and $50 million will close on 15 Sep 2025. Tranches include:

• $60 m 4.88% Series 2025-A due 1 Aug 2028
• $90 m 5.16% Series 2025-B due 1 Aug 2031
• $50 m 5.02% Series 2025-C due 15 Sep 2030

Interest is payable semi-annually; optional prepayment is subject to a make-whole. Customary covenants, default acceleration and diversification-event provisions apply. The notes are unregistered and privately placed.

Second, the Company and its lending syndicate exercised a one-year extension option on the $250 million 364-day revolving credit facility, moving maturity to 4 Aug 2026 under unchanged terms.

Combined, the actions secure long-term fixed-rate capital and maintain short-term borrowing capacity, but also increase leverage and future interest expense.

Positive

• $200 million of senior notes locked in at fixed <5.2% coupons, extending debt maturities to 2031.
• One-year extension of $250 million revolver safeguards short-term liquidity and banking relationships.

Negative

• New issuance raises total debt, potentially increasing leverage and interest expense until earnings catch up.
• Make-whole prepayment provisions limit flexibility to refinance should rates decline.

Insights

Equity Research Analyst

TL;DR: Liquidity up, leverage up; neutral EPS impact short-term, supportive of cap-ex long-term.

The $200 m senior notes lock in sub-5.2% coupons through 2028-2031, attractive versus historical utility spreads. Immediate funding covers 75% of the offering, giving management near-term cash for growth projects without equity dilution. Revolver extension preserves $250 m back-stop, smoothing working-capital swings. However, total debt rises ~10% versus 2024 year-end levels, pressuring leverage metrics until incremental earnings materialize. Covenants appear standard; make-whole clauses restrict opportunistic refinancing if rates decline. Overall, the event is liquidity-positive but earnings-neutral, leaving our valuation unchanged.

Credit Analyst

TL;DR: Fixed-rate issuance and revolver rollover improve funding profile; modestly credit-positive.

The shift from short-term to longer-tenor unsecured notes reduces refinancing risk through 2031. Coupons sit near the lower end of BBB utility comps, indicating healthy market access. Revolver extension ensures continued access to low-cost bank liquidity. While gross debt increases, the structure—unsecured, covenant-light, staggered maturities—supports financial flexibility. Interest-coverage may dip until new capital is deployed, but the balanced debt stack should keep ratings stable. I view the filing as slightly positive for creditors.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Meyer John Tull

(Last) (First) (Middle)

10500 NE 8TH STREET, SUITE 1910

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Terreno Realty Corp [ TRNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	08/05/2025		A		13,519(1)	A	$0	124,707	D
Common Stock, $0.01 par value per share								67,314	I	Rabbi Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of restricted stock granted to the Reporting Person that will fully vest on August 1, 2030

Remarks:

	/S/ John Tull Meyer	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much debt did Chesapeake Utilities (CPK) issue on August 1 2025?

The Company authorized $200 million of unsecured senior notes; $150 million funded immediately and $50 million is expected to fund 15 Sep 2025.

What are the interest rates and maturities of the new CPK senior notes?

Series 2025-A: 4.88% due 1 Aug 2028; Series 2025-B: 5.16% due 1 Aug 2031; Series 2025-C: 5.02% due 15 Sep 2030.

Did Chesapeake Utilities extend its revolving credit facility?

Yes, the $250 million 364-day revolver maturity was extended one year to 4 Aug 2026 under existing terms.

Will the new senior notes affect Chesapeake Utilities’ leverage?

The issuance increases total debt, so leverage and fixed interest expense are expected to rise until the proceeds generate additional earnings.

Are the senior notes registered with the SEC?

No. The notes were privately placed and are not registered under the Securities Act; resale is restricted absent an exemption.