One Liberty Properties OLP Form 10-Q filing Q2 FY2026

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Part I — FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

Item 1. Financial Statements

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except Par Value)

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(1) The Company’s consolidated balance sheets include assets and liabilities of a consolidated variable interest entity (“VIE”). See Note 7. The consolidated balance sheets include the following amounts related to the Company’s consolidated VIE: $3,815 and $3,815 of land, $6,183 and $6,332 of building and improvements, net of $3,364 and $3,215 of accumulated depreciation, $526 and $637 of other assets included in other line items, $6,977 and $7,143 of real estate debt, net, $22 and $73 of other liabilities included in other line items and $187 and $194 of non-controlling interest as of June 30, 2026 and December 31, 2025, respectively.

See accompanying notes to consolidated financial statements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

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See accompanying notes to consolidated financial statements.

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Thousands)

(Unaudited)

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See accompanying notes to consolidated financial statements.

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

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See accompanying notes to consolidated financial statements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

(Unaudited) (Continued)

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

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

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See accompanying notes to consolidated financial statements.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026

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NOTE 1 – ORGANIZATION AND BACKGROUND

One Liberty Properties, Inc. (“OLP”) was incorporated in 1982 in Maryland. OLP is a self-administered and self-managed real estate investment trust (“REIT”). OLP acquires, owns and manages a geographically diversified portfolio consisting primarily of industrial properties. As of June 30, 2026, OLP owns 109 properties, including one property owned by a consolidated joint venture. The 109 properties are located in 33 states.

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NOTE 2 – SUMMARY ACCOUNTING POLICIES

Principles of Consolidation/Basis of Preparation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments of a normal recurring nature necessary for fair presentation have been included. The results of operations for the three and six months ended June 30, 2026 and 2025 are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the consolidated financial statements and related notes included in OLP’s Annual Report on Form 10-K for the year ended December 31, 2025.

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

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

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Purchase Accounting for Acquisition of Real Estate

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

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

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

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 2 – SUMMARY ACCOUNTING POLICIES (CONTINUED)

Variable Interest Entities and Investment in Joint Ventures

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

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

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Reclassifications

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Certain amounts previously reported in the consolidated financial statements have been reclassified in the accompanying consolidated financial statements to conform to the current year’s presentation. The Company reclassified certain amounts so that it presents, as it does for the three and six months ended June 30, 2026, (i) equity in earnings of unconsolidated joint ventures as part of Other income on the consolidated statements of income for the three and six months ended June 30, 2025, and (ii) investment in unconsolidated joint ventures as part of Escrow, deposits, and other assets and receivables on the consolidated balance sheets for the year ended December 31, 2025.

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NOTE 3 – LEASES

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Lessor Accounting

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

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

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 3 – LEASES (CONTINUED)

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

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(a) Excludes amortization related to lease intangible assets and liabilities of $659 and $993 for the three and six months ended June 30, 2026, respectively, and $276 and $528 for the three and six months ended June 30, 2025, respectively.

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

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On a quarterly basis, the Company assesses the collectability of substantially all lease payments due by, among other things, reviewing the tenant’s payment history or financial condition. Changes to collectability are recognized as a current period adjustment to rental revenue. As of June 30, 2026, the Company has assessed the collectability of all recorded lease revenues as probable.

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Minimum Future Rents

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As of June 30, 2026, the minimum future contractual rents to be received on non-cancellable operating leases are included in the table below (amounts in thousands). The minimum future contractual rents do not include (i) straight-line rent or amortization of lease intangibles or incentives and (ii) variable lease payments as described above.

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Lease Termination Fees

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

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 3 – LEASES (CONTINUED)

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Lessee Accounting

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Ground Lease

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The Company is a lessee under a ground lease in Greensboro, North Carolina, which is classified as an operating lease. The ground lease expires March 3, 2030 and provides for up to three, five-year renewal options and one seven-month renewal option. As of June 30, 2026, the remaining lease term is 3.7 years. The Company recognized lease expense related to this ground lease of $122,000 and $244,000 for each of the three and six months ended June 30, 2026 and 2025, respectively, which is included in Real estate expenses on the consolidated statements of income.

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Office Lease

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The Company is a lessee under a corporate office lease in Great Neck, New York, which is classified as an operating lease. The lease expires December 31, 2031 and provides for a five-year renewal option. As of June 30, 2026, the remaining lease term, including the renewal option deemed exercised, is 10.5 years. The Company recognized lease expense related to this office lease of $14,000 and $28,000 for each of the three and six months ended June 30, 2026 and 2025, respectively, which is included in General and administrative expenses on the consolidated statements of income.

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Minimum Future Lease Payments

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As of June 30, 2026, the minimum future lease payments related to these operating leases are as follows (amounts in thousands):

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

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 4 – REAL ESTATE ACQUISITIONS

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The following tables detail the Company’s real estate asset acquisitions and purchase price allocations during the six months ended June 30, 2026 (amounts in thousands):

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(a) These new mortgages were obtained simultaneously with the acquisition of such properties and are cross-defaulted.

(b) The properties are adjacent to one another.

(c) This new mortgage debt was obtained subsequent to the acquisition of such property.

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

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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

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Sales of Properties

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The following table details the Company’s sales of real estate during the six months ended June 30, 2026 and 2025 (amounts in thousands):

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(a) In connection with these sales, the Company paid off mortgages in an aggregate of $9,066.

(b) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $414 of unbilled rent receivables, $172 of net unamortized intangible lease assets and liabilities and $276 of other assets and receivables.

(c) These parcels were part of a property which was owned by a consolidated joint venture in which the Company held a 90% interest. The non-controlling interest’s share of the net gain on these sales was $968.

(d) In connection with these sales, the Company paid off a $5,808 mortgage.

(e) As a result of these sales, the Company wrote-off, as a reduction to Gain on sale of real estate, net, an aggregate of $620 of unbilled rent receivables, $16 of net unamortized intangible lease assets and liabilities and $527 of other assets and receivables.

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Property Held-for-Sale

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On May 12, 2026, the Company entered into a contract to sell a retail property located in Monroeville, Pennsylvania for $2,050,000. The buyer’s right to terminate the contract without penalty expired on June 22, 2026. At June 30, 2026, the Company classified the $1,054,000 net book value of the property’s land, building, improvements and the unamortized unbilled rent receivable balance as Property held-for-sale in the accompanying consolidated balance sheet. The property was sold on July 28, 2026, and the sale resulted in a gain of approximately $887,000, which will be recognized as Gain on sale of real estate, net, in the consolidated statements of income for the three and nine months ending September 30, 2026.

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Impairment loss

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On June 26, 2026, the Company entered into a contract to sell a retail property located in Chicago, Illinois for $5,700,000. The buyer’s right to terminate the contract without penalty expired July 21, 2026. At June 30, 2026, the Company re-measured the property’s net book value to its fair value based on the executed contract of sale (which was determined to be a Level 3 unobservable input in the fair value hierarchy, as discussed in Note 10). As a result, the Company recognized a $142,000 impairment loss on the consolidated statements of income for the three and six months ended June 30, 2026. The Company anticipates the property will be sold in August 2026 and the sale will result in a loss of approximately $280,000 which will be recognized as part of Gain on sale of real estate, net, in the consolidated statements of income for the three and nine months ending September 30, 2026.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 6 – DEBT OBLIGATIONS

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Mortgages Payable

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

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The following table sets forth, as of June 30, 2026, scheduled principal repayments with respect to the Company’s mortgage debt (amounts in thousands):

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Line of Credit

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At June 30, 2026, the Company’s credit facility with Manufacturers and Traders Trust Company and Valley National Bank, provided that it may borrow up to $100,000,000, subject to borrowing base requirements. The facility was available for the acquisition of commercial real estate, repayment of mortgage debt, and renovation and operating expense purposes; provided, that if used for renovation and operating expense purposes, the amount outstanding for such purposes would not exceed the lesser of $40,000,000 and 40% of the borrowing base. Net proceeds received from the sale, financing or refinancing of properties were generally required to be used to repay amounts outstanding under the credit facility. The facility was guaranteed by subsidiaries of the Company that own unencumbered properties and the Company was required to pledge to the lenders the equity interests in such subsidiaries. The facility provided for an (i) interest rate equal to 30-day SOFR plus an applicable margin ranging from 175 basis points to 275 basis points depending on the ratio of the Company’s total debt to total value, as determined pursuant to the facility and (ii) unused facility fee of 0.25% per annum.

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For the six months ended June 30, 2026 and 2025, the (i) applicable margin was 175 basis points, (ii) Company was in compliance with all covenants and (iii) weighted average interest rate was approximately 5.42% and 6.07%, respectively.

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At June 30, 2026 and December 31, 2025, the Company’s facility had (i) no balance outstanding, (ii) $100,000,000 available to be borrowed and (iii) unamortized deferred financing costs of $91,000 and $183,000, respectively, which are included in Escrow, deposits and other assets and receivables on the consolidated balance sheets.

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On July 31, 2026, the Company replaced and entered into a new credit facility (the “New Facility”) with Manufacturers and Traders Trust Company and Valley National Bank. The New Facility provides that subject to borrowing base requirements, the Company can borrow up to $100,000,000 for general corporate purposes. The New Facility is scheduled to mature on December 31, 2029, subject to a built-in right to extend such maturity to December 31, 2030, upon satisfaction of certain conditions.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 6 – DEBT OBLIGATIONS (CONTINUED)

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The New Facility (i) bears interest equal to 30-day SOFR plus an applicable margin, which ranges from 175 basis points to 250 basis points depending on the ratio of the Company’s total debt to total value (as calculated pursuant to the facility), (ii) has an unused facility fee ranging from 0.20% to 0.25% per annum on the difference between the outstanding loan balance and $100,000,000 and (iii) generally requires the net proceeds received from the sale, financing or refinancing of properties to be used to repay amounts outstanding under the New Facility.

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At August 3, 2026, the Company’s facility had (i) no balance outstanding, (ii) approximately $95,200,000 available to be borrowed and (iii) an interest rate of 5.44%.

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NOTE 7 – CONSOLIDATED JOINT VENTURE AND VARIABLE INTEREST ENTITY

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As of June 30, 2026, the Company has one consolidated joint venture in which it holds a 95% interest. The Company has determined that (i) this joint venture is a VIE because the non-controlling interest does not hold substantive kick-out or participating rights and (ii) it is the primary beneficiary of this VIE as it has the power to direct the activities that most significantly impact the joint venture’s performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company consolidates the operations of this VIE for financial statement purposes. The VIE’s creditors do not have recourse to the assets of the Company other than those held by the joint venture.

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

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

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 8 – STOCKHOLDERS’ EQUITY

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Common Stock Dividend

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On June 9, 2026, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,819,000. The quarterly dividend was paid on July 9, 2026 to stockholders of record at the close of business on June 25, 2026.

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Dividend Reinvestment Plan

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The Company’s Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at 3%. Under the DRP, the Company issued approximately 6,000 shares and 13,000 shares of common stock during the three and six months ended June 30, 2026, respectively, and 8,000 shares and 15,000 shares of common stock during the three and six months ended June 30, 2025, respectively.

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Stock Repurchase Program

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The Board of Directors authorized a repurchase program pursuant to which the Company can repurchase shares of its common stock in open-market, through privately negotiated transactions or otherwise. No shares were repurchased by the Company during the three and six months ended June 30, 2026 and 2025. As of June 30, 2026, the Company is authorized to repurchase approximately $8,082,000 of shares of common stock.

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Stock Based Compensation

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

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The following details the shares subject to awards that are outstanding under the Plans as of June 30, 2026:

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(a) As of July 2026, the Company is deemed to have granted RSUs to acquire 90,750 shares of common stock.

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

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Restricted Stock

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

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)

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RSUs

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The following table reflects the activities involving RSUs:

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(a) These shares were deemed granted in July 2026.

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

(c) Such shares will be issued in August 2026.

(d) Such shares were issued in August 2025.

(e) Such shares were forfeited in May 2025 as the recipient did not maintain a relationship with the Company during the applicable three-year performance cycle.

(f) Of the 9,820 shares, (i) 9,070 shares were not earned as of June 30, 2026 because the applicable performance conditions had not been satisfied and (ii) 750 shares were forfeited in May 2025 as the recipient did not maintain a relationship with the Company during the applicable three-year performance cycle.

(g) Of the 48,646 shares, (i) 46,536 shares were not earned as of June 30, 2025 because the applicable performance and market conditions had not been satisfied and (ii) 2,110 shares were forfeited in 2023 due to the retirement of an executive officer before the completion of the applicable three-year performance cycle

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

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

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

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

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

(c) Upon vesting, the holders of such RSUs receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. As of June 30, 2026 and December 31, 2025, the Company accrued an aggregate of $701,000 and $474,000 of dividend equivalents, respectively, for the RSUs granted in 2023 through 2025, based on the number of shares, underlying such RSUs, that would have been issued using performance and market assumptions determined at such dates. In August 2026, the Company will pay the holders of the RSUs granted in 2023 an aggregate of approximately $407,000 with respect to the dividend equivalent rights on the vested 75,430 shares.

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

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

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)

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As of June 30, 2026, based on performance and market assumptions, the fair value of the RSUs granted in 2025 and 2024 is $1,203,000 and $1,456,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles.

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

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(a) There were no RSUs granted during the three and six months ended June 30, 2026 and 2025.

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As of June 30, 2026, total compensation costs of $8,851,000 and $1,295,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average remaining vesting period is 2.6 years for the restricted stock and 1.5 years for the RSUs. The Company recognizes the effect of forfeitures on restricted stock awards and RSUs when they occur, and previously recognized compensation expense is reversed in the period the grant or unit is forfeited.

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 9 – EARNINGS PER COMMON SHARE

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Basic earnings per share was determined by dividing net income allocable to common stockholders for each period by the weighted average number of shares of common stock outstanding during the applicable period. Net income is also allocated to the unvested restricted stock outstanding during each period, as the restricted stock is entitled to receive dividends and is therefore considered a participating security. As of June 30, 2026, the shares of common stock underlying the RSUs (see Note 8) are excluded from the basic earnings per share calculation, as these units are not participating securities until they vest and are issued.

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

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

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

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 9 – EARNINGS PER COMMON SHARE (CONTINUED)

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

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(a) Reflects the number of shares underlying RSUs that would be issued assuming the measurement date used to determine whether the applicable conditions are satisfied is June 30 of the applicable period.

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

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

(d) With respect to the RSUs awarded in 2023, 75,430 shares were deemed to have vested and the balance of 9,070 shares were forfeited as of June 30, 2026. The vested shares will be issued in August 2026.

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

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ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 10 – FAIR VALUE MEASUREMENTS

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

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

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

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

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Fair Value on a Recurring Basis

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As of June 30, 2026, the Company had one interest rate derivative, which was an interest rate swap, related to

an outstanding mortgage loan with an aggregate $810,000 notional amount. This interest rate swap, which (i) was designated as a cash flow hedge, converted a SOFR based variable rate mortgage to a fixed annual rate mortgage, (ii) had an interest rate of 3.24% and (iii) matured and was paid off on July 1, 2026. The Company’s objective in using this interest rate swap was to add stability to interest expense. The Company does not use derivatives for trading or speculative purposes. Fair values are approximated using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This fair value analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company has determined its derivative valuation was classified in Level 2 of the fair value hierarchy and does not currently own any financial instruments that are measured on a recurring basis and that are classified as Level 1 or 3.

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The carrying and fair value of the Company’s derivative financial instruments was $0 and $16,000 as of June 30, 2026 and December 31, 2025, respectively. The fair value of the Company’s derivatives were reflected in Escrow, deposits and other assets and receivables on the consolidated balance sheets. As of June 30, 2026 and December 31, 2025, there were no derivatives in a liability position.

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 10 – FAIR VALUE MEASUREMENTS (CONTINUED)

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

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Fair Value on a Non-Recurring Basis

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Non-financial assets measured at fair value on a non-recurring basis in the consolidated financial statements consist of a property located in Chicago, Illinois for which the Company had recorded an impairment loss of $142,000 during the three and six months ended June 30, 2026 (as discussed in Note 5). The Company determined fair value based on an executed sales contract for the property which was determined to be a Level 3 input in the fair value hierarchy.

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NOTE 11 – RELATED PARTY TRANSACTIONS

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Compensation and Services Agreement

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

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In consideration for the Services, the Company paid Majestic $959,000 and $1,938,000 for the three and six months ended June 30, 2026, respectively, and $905,000 and $1,793,000 for the three and six months ended June 30, 2025, respectively. Included in these amounts are fees for property management services of $432,000 and $883,000 for the three and six months ended June 30, 2026, respectively, and $408,000 and $797,000 for the three and six months ended June 30, 2025, respectively. The amounts paid for property management services are based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by the Company from net lease tenants and operating lease tenants, respectively. The Company does not pay Majestic for property management services with respect to properties managed by third parties. The Company also paid Majestic, pursuant to the C&SA, $92,000 and $184,000 for the three and six months ended June 30, 2026, respectively, and $87,000 and $175,000 for the three and six months ended June 30, 2025, respectively, for the Company’s share of all direct office expenses, including rent, telephone, postage, computer services, internet usage and supplies.

​

Executive officers and others providing services to the Company under the C&SA were awarded shares of restricted stock and RSUs under the Company’s stock incentive plans (described in Note 8). The related expense charged to the Company’s operations was $582,000 and $1,108,000 for the three and six months ended June 30, 2026, respectively, and $631,000 and $1,279,000 for the three and six months ended June 30, 2025, respectively.

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

ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026 (CONTINUED)

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NOTE 11 – RELATED PARTY TRANSACTIONS (CONTINUED)

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Other

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

​

The Company obtains its property insurance in conjunction with Gould Investors L.P. (“Gould Investors”), a related party, and reimburses Gould Investors annually for the Company’s insurance cost relating to its properties. Amounts reimbursed to Gould Investors were $105,000 during the six months ended June 30, 2026. Included in Real estate expenses on the consolidated statements of income is insurance expense of $508,000 and $1,282,000 for the three and six months ended June 30, 2026, respectively, and $187,000 and $463,000 for the three and six months ended June 30, 2025, respectively, of amounts reimbursed to Gould Investors in prior periods.

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NOTE 12 – SEGMENT REPORTING

​

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

​

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

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NOTE 13 – NEW ACCOUNTING PRONOUNCEMENT

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

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NOTE 14 – SUBSEQUENT EVENTS

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

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

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Results of Operations

Total revenues

The following table compares total revenues for the periods indicated:

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Rental income, net

The following table details the components of rental income, net, for the periods indicated:

(a) Represents rental income from 24 properties acquired since January 1, 2025.

(b) Represents rental income from 13 properties sold since January 1, 2025.

(c) Represents rental income from 85 properties that were owned for the entirety of the periods presented.

Changes at same store properties

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The changes in same store rental income during the three and six months ended June 30, 2026 are due primarily to increases of:

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• $502,000 and $962,000, respectively, due to new tenants at several properties,
• $454,000 and $837,000, respectively, from lease amendments and/or extensions at several properties, and

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• $303,000, in both periods, related to the write-off of a tenant’s unamortized intangible lease liability due to renewal options that were not exercised.

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The increases were offset during the three and six months ended June 30, 2026 by decreases in rental income of:

• $620,000 and $1.2 million, respectively, from lease expirations at various properties, a majority for which we have entered into new leases with replacement tenants, and
• $115,000 and $216,000, respectively, in tenant reimbursements, primarily related to real estate tax expenses generally incurred during each of such periods.

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Lease Termination Fee

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In March 2026, we recognized an aggregate of $1.3 million from two industrial tenants in lease buy-out transactions; we replaced such tenancies on economic terms more favorable to us than those of the terminating tenancies.

Operating Expenses

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The following table compares operating expenses for the periods indicated:

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Depreciation and amortization. The increases in the three and six months ended June 30, 2026 are due primarily to $2.1 million and $4.4 million, respectively, from the properties acquired since January 1, 2025.

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The increases were offset primarily by the inclusion, in the corresponding 2025 periods, of $410,000 and $708,000, respectively, from the properties sold since January 1, 2025.

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Real estate expenses. The increases in the three and six months ended June 30, 2026 are due primarily to (i) $819,000 and $1.7 million, respectively, from the properties acquired since January 1, 2025, and (ii) $186,000 and $455,000, respectively, primarily related to common area maintenance and insurance expense at several properties, none of which were individually significant.

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The increase was offset by the inclusion, in the corresponding 2025 periods, of $757,000 and $1.1 million, respectively, from the properties sold since January 1, 2025, and (ii) decreases of $210,000 and $370,000, respectively, related to real estate tax expense primarily at our El Paso, Texas property for which we collected a refund on taxes paid in a prior year.

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A substantial portion of real estate expenses is rebilled to tenants and is included in Rental income, net, on the consolidated statements of income. The portion of real estate expenses not reimbursed by our tenants was $690,000 and $1.8 million for the three and six months ended June 30, 2026, respectively, and $780,000 and $1.6 million for the three and six months ended June 30, 2025, respectively.

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General and administrative. The increase in the six months ended June 30, 2026 is due primarily to increases of (i) $175,000 in payroll and payroll-related expenses related to higher compensation levels and (ii) $155,000 in professional fees and amounts payable pursuant to the compensation and services agreement. The increases were offset by a decrease in non-cash compensation expense of $128,000 related to reduced expectations as to the vesting of our RSUs.

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Impairment loss. During the three and six months ended June 30, 2026, we recorded a $142,000 impairment loss at our Chicago, Illinois property. (See Note 5 to our consolidated financial statements).

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State tax expense (benefit). During the six months ended June 30, 2025, our state tax expense was offset by a $135,000 refund from Tennessee related to franchise taxes paid in 2023, as the state amended the method of calculating such taxes, resulting in an overpayment in such year.

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Gain on sale of real estate, net

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The following table compares gain on sale of real estate, net, for the periods indicated:

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The following table lists the sold properties and the related gains, net, for the periods indicated:

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(a) These parcels were part of a property which was owned by a consolidated joint venture in which we held a 90% interest. For the three and six months ended June 30, 2025, the non-controlling interest’s share of the net gain on these sales was $972 and $968, respectively.

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Other Income and Expenses

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The following table compares other income and expenses for the periods indicated:

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Other income. The decrease in the three months ended June 30, 2026 is due to the inclusion, in the corresponding period of 2025, of (i) interest income from a seller-financing receivable that was repaid in June 2025 and (ii) equity in earnings from two unconsolidated joint venture properties in Savannah, Georgia, that were sold in August 2025. The decrease in the six months ended June 30, 2026 is due to the same factors as well as the inclusion, in the corresponding period of 2025, of income from investments in short-term U.S. treasury bills.

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Interest expense. The following table compares interest expense for the periods indicated:

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Mortgage interest

The following table reflects the average interest rate on the average principal amount of outstanding mortgage debt for the periods indicated:

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The increases in mortgage interest in the three and six months ended June 30, 2026 are due to increases in the weighted average principal amount of mortgage debt outstanding and, to a lesser extent, the weighted average interest rate.

Credit line interest

The following table reflects the average interest rate on the average principal amount of outstanding credit line debt for the periods indicated:

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The increases in credit line interest in the three and six months ended June 30, 2026 are due to increases in the weighted average principal amount of credit line debt outstanding, offset by the decrease in the weighted average interest rate.

Liquidity and Capital Resources

Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by our unencumbered properties, issuance of our equity securities and property sales. Our available liquidity at August 3, 2026, was $110.6 million, including $15.4 million of cash and cash equivalents (including the New Credit Facility’s required minimum $3.0 million average deposit maintenance balance) and up to $95.2 million available thereunder.

Liquidity and Financing

We expect to meet our short-term (i.e., one year or less) and long-term (i) operating cash requirements (including debt service and anticipated dividend payments) principally from cash flow from operations, our available cash and cash equivalents, proceeds from and, to the extent permitted and needed, our credit facility and (ii) investing and financing cash requirements (including an estimated aggregate of $1.0 million of capital expenditures) from the foregoing, as well as property financings, property sales and sales of our common stock.

At June 30, 2026, we had 60 outstanding mortgages payable secured by 73 properties in the aggregate principal amount of $533.4 million (before netting unamortized deferred financing costs of $4.6 million and mortgage intangibles of $462,000). These mortgages represent first liens on individual real estate investments with an aggregate carrying value of $828.0 million, before accumulated depreciation of $134.6 million. After giving effect to an interest rate swap, the mortgage payments bear interest at fixed rates ranging from 3.05% to 6.42% (a 4.94% weighted average interest rate) and mature between 2026 and 2047 (a 5.4 year weighted average remaining term to maturity).

The following table sets forth, as of June 30, 2026, information with respect to our mortgage debt:

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(1)

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We intend to make debt amortization payments from operating cash flow and although no assurance can be given that we will be successful in this regard, generally intend to refinance, extend or pay off the mortgage loans which mature from 2026 through 2029. We generally intend to repay the amounts not refinanced or extended from our existing funds and other sources of funds, including our available cash, proceeds from the sale of our common stock and our credit facility (to the extent available).

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We continually seek to refinance existing mortgage loans on terms we deem acceptable to generate additional liquidity. Additionally, in the normal course of our business, we sell properties when we determine that it is in our best interests, which also generates additional liquidity. Further, although we have done so infrequently and primarily in the context of a tenant default at a property for which we have not found a replacement tenant, if we believe we have negative equity in a property subject to a non-recourse mortgage loan, we may convey such property to the mortgagee to terminate our mortgage obligations, including payment of interest, principal and real estate taxes, with respect to such property.

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We utilize funds from our credit facility, as needed, to acquire a property and, thereafter secure long-term, fixed rate mortgage debt on such property. We apply the proceeds from the mortgage loan to repay borrowings under the credit facility, thus providing us with the ability to re-borrow under the credit facility for the acquisition of additional properties.

Credit Facility

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See “*—*Management’s Discussion and Analysis of Financial Condition and Results of Operations – New Credit Facility” for information with respect to same.

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Application of Critical Accounting Estimates

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A complete discussion of our critical accounting estimates is included in our Annual Report. There have been no changes in such estimates.

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Funds from Operations and Adjusted Funds from Operations

We compute funds from operations, or FFO, in accordance with the “White Paper on Funds From Operations” issued by the National Association of Real Estate Investment Trusts (“NAREIT”) and NAREIT’s related guidance. FFO is defined in the White Paper as net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. In computing FFO, we do not add back to net income the amortization of costs in connection with our financing activities or depreciation of non-real estate assets.

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We compute adjusted funds from operations, or AFFO, by adjusting FFO for straight-line rent accruals and amortization of lease intangibles, deducting from income (i) additional rent from a ground lease tenant, (ii) income on settlement of litigation, (iii) income on insurance recoveries from casualties, (iv) lease termination and assignment fees, and adding back to income (i) amortization of restricted stock and restricted stock unit compensation expense, (ii) amortization of costs in connection with its financing activities (including its share of its unconsolidated joint ventures), (iii) debt prepayment costs, (iv) amortization of lease incentives and (v) mortgage intangible assets. Since the NAREIT White Paper does not provide guidelines for computing AFFO, the computation of AFFO varies from one REIT to another.

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We believe that FFO and AFFO are useful and standard supplemental measures of the operating performance for equity REITs and are used frequently by securities analysts, investors and other interested parties in evaluating equity REITs, many of which present FFO and AFFO when reporting their operating results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization of real estate assets, which assumes that the value of real estate assets diminish predictability over time. In fact, real estate values have historically risen and fallen with market conditions. As a result, we believe that FFO and AFFO provide a performance measure that when compared year over year, should reflect the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not be necessarily apparent from net income. We also consider FFO and AFFO to be useful to us in evaluating potential property acquisitions.

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FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP. FFO and AFFO and should not be considered to be an alternative to net income as a reliable measure of our operating performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity. FFO and AFFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization, capital improvements and distributions to stockholders.

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Management recognizes that there are limitations in the use of FFO and AFFO. In evaluating our performance, management is careful to examine GAAP measures such as net income and cash flows from operating, investing and financing activities.

The tables below provide a reconciliation of net income and net income per common share (on a diluted basis) in accordance with GAAP to FFO and AFFO for the periods indicated (dollars in thousands, except per share amounts):

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(a) The weighted average number of diluted common shares used to compute FFO and AFFO applicable to common stock includes unvested restricted shares that are excluded from the computation of diluted EPS.

Three months ended June 30, 2026 and 2025

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The $1.1 million, or 11.6%, increase in FFO for the three months ended June 30, 2026 from the corresponding 2025 period is due primarily to the $2.5 million increase in rental income.

The increase was offset primarily due to a (i) $1.0 million increase in interest expense and (ii) $178,000 decrease in other income.

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The $607,000, or 5.7%, increase in AFFO for the three months ended June 30, 2026 from the corresponding 2025 period is due primarily to the factors impacting FFO as described immediately above, excluding a $584,000 increase (to $1.9 million) in rental income, net, due to the exclusion of the amortization of straight line rent and lease-related intangibles.

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Six months ended June 30, 2026 and 2025

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The $2.5 million, or 12.9%, increase in FFO for the six months ended June 30, 2026 from the corresponding 2025 period is due primarily to:

• $5.3 million increase in rental income, net, and
• $1.3 million increase in lease termination fee income.

Offsetting the increase is a:

• $2.5 million increase in interest expense,
• $712,000 increase in real estate operating expenses,
• $352,000 decrease in other income,
• $220,000 increase in general and administrative expenses, and
• $207,000 increase in state tax expense.

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The $619,000, or 2.9%, increase in AFFO for the six months ended June 30, 2026 from the corresponding 2025 period is due primarily to the factors impacting FFO as described immediately above, excluding (i) the $1.3 million increase in lease termination fee income, (ii) a $644,000 increase (to $4.7 million) in rental income, net, due to the exclusion of the amortization of straight line rent and lease-related intangibles and (iii) a $128,000 increase (to $348,000) in general and administrative expenses due to the exclusion of the amortization of restricted stock and RSU compensation.

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See “—Results of Operations” for further information regarding these changes.

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Diluted per share net income, FFO and AFFO were impacted negatively in the three and six months ended June 30, 2026 compared to the corresponding quarters in the prior year by an average increase of approximately 236,000 and 234,000, respectively, in the weighted average number of shares of common stock outstanding as a result of stock issuances in connection with the equity incentive and dividend reinvestment programs.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure is the effect of changes in interest rates on the interest cost of draws on our revolving variable rate credit facility. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control.

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Our variable mortgage debt primarily bears interest at fixed rates and accordingly, the effect of changes in interest rates would not impact the interest expense we incur under these mortgages.

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The fair market value of our long-term debt is estimated based on discounting future cash flows at interest rates that our management believes reflect the risks associated with long-term debt of similar risk and duration.

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Item 4. Controls and Procedures

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Based on their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are effective.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) during the three months ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

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Item 5. Other Information

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Disclosure of 10b5-1 Plans

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None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” in effect at any time during the three months ended June 30, 2026.

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Equity Incentive Program Activity

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On June 23, 2026, we awarded an aggregate of 90,750 shares subject to restricted stock units (“RSUs”), and related dividend equivalent rights. Generally, the awards vest in 2029 subject to the satisfaction of, among other things, market and performance conditions similar to the conditions applicable to the RSUs granted in 2025.

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On August 5, 2026, we determined that the performance and market conditions with respect to the vesting of 75,430 of the 85,250 RSUs awarded in 2023 had been met as of June 30, 2026, and authorized the issuance of 75,430 shares of common stock. We anticipate paying the holders of the RSUs an aggregate of approximately $407,000 with respect to the dividend equivalent rights with respect to the vested shares.

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Item 6. Exhibits

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• Indicates a management contract or compensatory plan or arrangement.

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ONE LIBERTY PROPERTIES, INC.

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​ ​ ​ ​ ONE LIBERTY PROPERTIES, INC.

​ ​ (Registrant)

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Date: August 5, 2026 ​ /s/ Patrick J. Callan, Jr.

​ ​ Patrick J. Callan, Jr.

​ ​ President and Chief Executive Officer

​ ​ (principal executive officer)

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Date: August 5, 2026 ​ /s/ Isaac Kalish

​ ​ Isaac Kalish

​ ​ Senior Vice President and

​ ​ Chief Financial Officer

​ ​ (principal financial officer)

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