Dream Industrial REIT Announces Strategic Partnership With CPP Investments and $805 Million Portfolio Recapitalization

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The formation of the Joint Venture underscores the strength of the Dream Industrial platform and its appeal to leading institutional investors. The Joint Venture will further accelerate the growth of the Trust’s property management business, enhancing the return on invested capital. As the Joint Venture reaches its target scale, the Trust expects that it will contribute to the growth in its property management and leasing margin of over 40%.

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The strategy of the Joint Venture is complementary to the Trust’s strategy for its wholly owned portfolio and its existing private capital partnerships in Canada. The Joint Venture is expected to increase the Trust’s already well-diversified sources of capital. With the expanded scope of capital sources, the Trust is well positioned to pursue accretive growth initiatives opportunistically at different points in the business cycle.

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In addition to contributing to the growth of the Trust’s private capital partnerships, the Transaction is a continuation of the Trust’s ongoing capital recycling strategy. Since 2019, the Trust completed over $900 million of dispositions and reinvested the net proceeds into accretive initiatives.

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Use of Proceeds

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The Trust expects to receive over $730 million in net proceeds, following the new debt financing of the Initial Portfolio within the Joint Venture. These proceeds are expected to be allocated towards a combination of unit buybacks and strategic growth initiatives on an accretive basis.

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The Trust anticipates the Transaction to be accretive to its diluted FFO per unit on a leverage neutral basis. The annualized run rate accretion to 2026 diluted FFO per unit is expected to be in the low to mid-single digit percentage on a leverage neutral basis upon intended deployment of proceeds. We expect that the proceeds from the transaction will initially be utilized towards repaying existing indebtedness, and subsequently, the Trust expects to deploy the proceeds as follows, subject to market conditions:

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The Trust intends to suspend its Distribution Reinvestment and Unit Purchase Plan (the “DRIP”) effective as of the distribution payable on January 15, 2026 to unitholders of record as at December 31, 2025 (the “December Distribution”). The DRIP will remain suspended until further notice and commencing with the December Distribution, distributions of the Trust will be paid only in cash. Upon reinstatement of the DRIP, plan participants enrolled in the DRIP at the time of its suspension who remain enrolled at the time of its reinstatement will automatically resume participation in the DRIP.

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The Trust remains committed to maintaining its credit rating with Morningstar DBRS, which was recently upgraded to BBB (High). The Trust expects to continue reducing its leverage over time, as measured by its Net Debt to Normalized Adjusted EBITDAFV ratio, consistent with its trajectory over the past few years. The Trust anticipates its leverage metrics will remain consistent with its current leverage profile proforma the contemplated uses of proceeds from the Transaction.

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“Over the past several years, our FFO payout ratio has improved to the mid-60% range and our retained cash flows have grown, driven by strong organic growth and multiple growth levers embedded within the business,”

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said Lenis Quan, Chief Financial Officer of Dream Industrial REIT.

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“We expect the Transaction to be accretive to FFO and cash flow while maintaining our credit metrics and balance sheet flexibility, which allows us to continue to add scale in our target Canadian markets at attractive economics to the REIT.”

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The REIT has held the assets in the Initial Portfolio for over 10 years on average, generating an unlevered IRR in excess of 10% over this period. At the proposed sale price for the 90% interest in the Initial Portfolio, the Transaction will generate a gain of approximately $317 million relative to the Initial Portfolio’s historical cost basis.

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Consistent with the Trust’s financial disclosure, the Trust expects an incentive fee to be payable as a result of the disposition gains from the Initial Portfolio. The Trust and Dream have agreed to settle the incentive fee at closing by way of 75% cash and 25% in units of the Trust at a price of $16.74 per unit, representing the REIT’s IFRS NAV as at September 30, 2025. The actual incentive fee payable would be calculated based on the Trust’s actual financial results for the year ending December 31, 2026.

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Capital Allocation Strategy

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The Transaction reinforces the Trust’s focus on executing across its core pillars, further increasing the proportion of modern mid-bay infill assets in its target markets through acquisition and development, driving organic growth through active leasing strategies and embedded lease escalators, driving ancillary revenue streams and growing its private capital partnerships business.

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“Our growth strategy for the wholly owned portfolio in Canada remains focused on acquiring and developing newer vintage, small and mid-bay infill assets with strong occupancy, embedded lease escalators and built-in mark-to-market potential. Assets such as our recently completed 343,000 square foot development in Calgary, now fully leased to 9 tenants and our recent 192,000 square foot acquisition in the GTA North built in late 2000’s and leased to 4 tenants are representative of our target asset profile in Canada,”

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said Bruce Traversy, Chief Investment Officer of Dream Industrial REIT.

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“In the near-term, we

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are also looking to increase our exposure in Western Europe, where we see attractive going-in cap rates, lower capital values and strong outlook for rental growth in core infill locations.”

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Thus far in 2025, the Trust has closed on over $115 million of acquisitions at an average mark-to-market cap rate of 7%. The Trust is currently in various stages of negotiations and due diligence on over $600 million of acquisitions of infill mid-bay assets in its target markets across Europe and Canada with an average target going-in cap rate of over 6%. Additionally, the Trust is currently pursuing multiple intensification projects on its existing sites and is adding further scale to its renewable energy pipeline at target yields on cost of 7% to 10%.

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Board and Special Committee Approvals

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The Board of Trustees of Dream Industrial REIT and a Special Committee comprised of independent trustees have unanimously approved the Transaction. The Special Committee was established to oversee the negotiation process and ensure the Transaction aligns with the best interests of unitholders.

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Advisors

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TD Securities is acting as exclusive financial advisor to DIR. National Bank is acting as independent financial advisor and Goodmans LLP is acting as independent legal counsel to the REIT’s Special Committee.

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About Dream Industrial Real Estate Investment Trust

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Dream Industrial REIT is an owner, manager, and operator of a global portfolio of well-located, diversified industrial properties. As at September 30, 2025, the REIT has an interest in and manages a portfolio comprising 340 industrial assets (552 buildings) totaling approximately 73.2 million square feet of gross leasable area in key markets across Canada, Europe, and the U.S. The REIT’s objective is to deliver strong total returns to its unitholders through secure distributions and growth in net asset value and cash flow per unit, underpinned by its high-quality portfolio and investment-grade balance sheet. Dream Industrial REIT is an unincorporated, open-ended real estate investment trust. For more information, please visit www.dreamindustrialreit.ca.

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Non-GAAP financial measures and ratios and supplementary financial measures

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The Trust’s condensed consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). In this press release, the Trust discloses and discusses FFO which is a non-GAAP financial measure and diluted FFO per unit, FFO payout ratio and NAV per Unit which are non-GAAP ratios. These non-GAAP financial measures and ratios are not defined by IFRS and do not have a standardized meaning under IFRS. The Trust’s method of calculating these non-GAAP financial measures and ratios may differ from other issuers and may not be comparable with similar measures presented by other issuers. The Trust has presented such non-GAAP financial measures and ratios as Management believes they are relevant measures of the Trust’s underlying operating and financial performance. Certain additional disclosures such as the composition, usefulness and changes, as applicable, of the non-GAAP financial measures and non-GAAP ratios included in this press release have been incorporated by reference from the management’s discussion and analysis of the financial condition and results from operations of the Trust for the three and nine months ended September 30, 2025, dated November 4, 2025 (the “Q3 2025 MD&A”) and can be found under the section “Non-GAAP Financial Measures” and the respective sub-heading “Funds from operations (“FFO”)” and under the section “Non-GAAP Ratios” and respective sub-heading labelled “Net asset value (“NAV”) per Unit”. The Q3 2025 MD&A is available on SEDAR+ at