GNL 10-K & 10-Q changes, risk factors and insider trading

•Our ability to grow depends on our ability to access additional debt or equity financing on attractive terms, and there can be no assurance we will be able to do so on favorable terms or at all.

•Inflation and continuing increases in the inflation rate will have an adverse effect on our investments and results of operations.

InWhile the near term, we expect to continue to focus on disposing properties to reduce our existing indebtedness. On February 25, 2025, we entered into a Purchase and Sale Agreement (“RCG PSA”) with certain affiliates of RCG Ventures Holdings, LLC (“RCG”), to sell a real estate portfolio comprised of 100 multi-tenant retail centers located in 28 states for a base purchase price of approximately $1.78 billion, subject to customary purchase price adjustments (“RCG Multi-tenant Retail Disposition”). Over the longer term, we expect to continue acquiring properties, which may include single-tenant or multi-tenant properties. For additional information on the proposed RCG Multi-Tenant Retail Disposition, see “Management’s Discussion and AnalysisMcLaren ofdispositions Financialeffectively Conditionconclude andour Resultsstrategic ofdisposition Operationsprogram –put Pendingin Transactionsplace –in RCG2024, Multi-tenant Retail Disposition” herein. Therethere is no assurance that in the future we will beagain ablefocus toon dispositions and may opportunistically dispose of propertiesproperties, and that any such dispositions will be on terms that are found favorable to us or at the time we wish to do so. In addition, we may not have funds available to correct defects or make improvements that are necessary or desirable before the sale of a property. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. Furthermore, as a REIT, our ability to sell properties that have been held for less than two years is limited as any gain recognized on the sale or other disposition of such property could be subject to the 100% prohibited transaction tax, as discussed in more detail below. See “U.S. Federal Income Tax Risks – Even as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution to our stockholders.” We also may not recognize the anticipated benefits of completed dispositions or other divestitures we may pursue in the future.

Over the longer term, we expect to continue acquiring properties, including both single-tenant and multi-tenant properties. Pursuing our longer term investment objective exposes us to numerous risks, including:

Our ability to grow our assets depends on our ability to access capital from external sources, and there can be no assurance we will be able to do so on favorable terms or at all.

Our cash flows provided by operations were $299.5$222.8 million for the year ended December 31, 2024.2025. During this period, we paid total dividends of $316.3$235.8 million, including payments to holders of our Common Stock, Preferred Stock and distributionsPreferred to holders of LTIP Units.Stock. In prior periods, we have funded a larger portion of the amounts required to fund the dividends we pay from cash on hand, consisting of proceeds from borrowings, and we may need to do so in the future.

Our business may be affected by market and economic challenges experienced by the U.S. and global economies. Financial and economic conditions, including related sanctions, political uncertainties in the U.S., changes to U.S. foreign and economic policy (including international trade disputes and the imposition of tariffs), changes in the labor markets, financial instability and other conditions, can be challenging and volatile and any worsening of such conditions, including any disruption in the capital markets, or an inflationary economic environment, could adversely impact our business. These conditions may materially affect the commercial real estate industry, the businesses of our tenants and the value and performance of our properties and the availability or the terms of financing that we may utilize, among other things. Challenging economic conditions may also impact the ability of certain of our tenants to enter into new leasing transactions or satisfy rental payments under existing leases.

•the ongoing uncertainties as a result of instability or changes in geopolitical conditions, including military or political conflicts, such as those caused by the ongoing conflicts between Russia and Ukraine or Israel and Hamas and the recent ongoing events in Venezuela;

Investments we make outside the U.S. are generally subject to foreign currency risk due to fluctuations in exchange rates between foreign currencies and the USD. Revenues generated from properties or other real estate investments located in foreign countries are generally denominated in the local currency but reflected as USD on our consolidated financial statements. As of December 31, 2024,2025, we had $2.3$1.3 billion ($2.2$1.2 billion and €74.0 million) of gross mortgage notes payable. Further, as of December 31, 2024,2025, we had $1.4$324.2 billionmillion ($0.5 billion, £344.0 million, €422.1$20.0 million and C$38.0€259.1 million) in outstanding debt under the Revolving Credit Facility.

We have used and may continue to use foreign currency derivatives, including options, currency forward and cross currency swap agreements, to manage a portion of our exposure to fluctuations in GBP-USDBritish Pounds Sterling (“GBP”)-USD and EUR-USDEuros (“EUR”)-USD exchange rates, but there can be no assurance our hedging strategy will be successful. If we fail to effectively hedge our currency exposure, or if we experience other losses related to our exposure to foreign currencies, our operating results could be negatively impacted and cash flows could be reduced.

Presently, the majority of our properties are occupied by single tenants and, therefore, the success of our investments is materially dependent on the financial stability of these individual tenants. Many of our single tenant leases require that certain property level operating expenses and capital expenditures, such as real estate taxes, insurance, utilities, maintenance and repairs (other than, in certain circumstances structural repairs, such as repairs to the foundation, exterior walls and rooftops) including increases with respect thereto, be paid, or reimbursed to us, by our tenants. A default of any tenant on its lease payments to us would cause us to lose the revenue from the property and potentially increase our expenses and cause us to have to find an alternative source of revenue to fund related debt payment and prevent a foreclosure if the property is subject to a mortgage. We may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment including potentially leasing the property to a new tenant. If a lease is terminated, there is no assurance that we will be able to lease the property for the rent previously received or sell the property without incurring a loss. A default by a tenant, the failure of a guarantor to fulfill its obligations or other premature termination of a lease, or a tenant’s election not to extend a lease upon its expiration, could have an adverse effect.

Retail conditions and decreasedDecreased demand for office space may adversely affect our revenues.

InApproximately addition, approximately 17%27% of our annualized straight-line rent (calculated as of December 31, 20242025) is attributable to our Office segment. In recent years, the market for office space has seen a shift in the use of space due to the widespread practices of telecommuting, videoconferencing, and renting shared workspaces, which accelerated at the onset of the COVID-19 pandemic. These trends have led, and may in the future lead, to more efficient office layouts and a decrease in square feet leased per employee. The impact of alternative workspaces and technology could result in tenant downsizings upon renewal, or tenants seeking office space outside of typical central business districts. These trends could cause an increase in vacancy rates at office buildings and a decrease in demand for new supply, and could materially and adversely affect us.

A shift in retail shopping from brick-and-mortar stores to online shopping may have an adverse impact on our Multi-Tenant Retail segment tenants.

Many retailers operating brick and mortar stores have made online sales a piece of their business. There can be no assurance that our Multi-Tenant Retail segment strategy of building a diverse portfolio focused on properties leased to necessity-based, service retail and experiential retail tenants, will insulatenot usbe negatively impacted from the effects online commerce has had on some retail operators. The shift to online shopping, including online orders for immediate delivery or pickup in store, has further accelerated, and may cause further declines in brick-and-mortar sales generated by retail tenants and may cause certain of our tenants to reduce the size or number of their retail locations. Our grocery store tenants are incorporating e-commerce concepts through home delivery or curbside pickup, which could reduce foot traffic at our properties and reduce the demand for these properties. Traditional grocery chains are also subject to increasing competition from new market participants and food retailers who have incorporated the Internet as a direct-to-consumer channel and Internet-only retailers that sell grocery products. Such increased competition from non-traditional competitors, some of which may have different business models and larger profit margins, could lead to a deterioration in our tenants’ businesses. This shift may adversely affect our occupancy and rental rates, which would affect our revenues and cash flows. Changes in shopping trends as a result of the growth in e-commerce may also affect the profitability of retailers that do not adapt to changes in market conditions. These conditions may adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions. We cannot predict with certainty the future needs or wants tenants, what retail spaces will look like, or how much revenue will be generated at traditional brick and mortar locations. If we are unable to anticipate and respond promptly to trends in the market (such as space for a drive through or curbside pickup), our occupancy levels and rental rates may decline in our Multi-Tenant Retail segment.

Certain of our properties are located in areas that may experience catastrophic weather and other natural events from time to time, including hurricanes or other severe weather, flooding, fires, snow or ice storms, windstormswindstorms, or,or earthquakes. These adverse weather and natural events could cause substantial damages or losses to our properties which could exceed our insurance coverage.

Federal, state or foreign legislation or regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties or to protect them from the consequence of climate change, and could also result in increased compliance costs or additional operating restrictions that could adversely impact the businesses of our tenants and their ability to pay rent. Climate change may also adversely impact consumer behaviors, preferences and spending for our tenants’ clients, which may impact our tenants ability to fulfill their obligations under our leases, or our ability to re-lease the properties in the future. In addition, should the impact of climate change be severe or occur for lengthy periods of time, connectivity, labor and supply chains could impact business continuity for ourselves and our tenants.

In addition, tenants of net-leased properties are responsible for maintenance and other day-to-day management of the properties. This lack of control over our net-leased properties makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certainany current or future regulatory disclosure requirements to which we are subject (such as the anticipated changes to the SEC’s climate-related disclosure rules) or comply effectively with established ESG frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, the TCFD and the Sustainability Accounting Standards Board. If we are unable to collect the data necessary to comply with these disclosure requirements, we may be subject to increased regulatory risk. If the data is incomplete or unfavorable, our relationship with our stockholders, our stock price, and our access to capital may be negatively impacted.

Inflation and continuing increases in the inflation rate may have an adverse effect on our investments and results of operations.

We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates, as was the case during 2022.rates. However, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation. Future leases may not even contain escalation provisions and these provisions may not be sufficient to protect our revenues or expenses from the adverse effects of inflation. In addition, increased operating costs paid by our tenants could have an adverse impact on our tenants if increases in their operating expenses exceed increases in their revenue, which may adversely affect our tenants’ ability to pay rent owed to us or property expenses to be paid, or reimbursed to us, by our tenants.

As reliance on technology has increased, so have the risks posed to those systems. The risk of a security breach has generally increased as the frequency, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques, toolstools, (including artificial intelligence and/or machine learning (collectively, “AI”), and tactics used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Such attacks also may be further enhanced in frequency or effectiveness through threat actors’ use of artificial intelligence. We must continuously monitor and develop networks and information technology to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses, and social engineering, such as phishing. We are continuously working including with the aid of third party service providers, to install new, and to upgrade existing, network and information technology systems, to create processes for risk assessment, testing, prioritization, remediation, risk acceptance, and reporting, and to provide awareness training around phishing, malware and other cyber risks to ensure they provide us with services essential to our operations are protected against cyber risks and security breaches and that we are also therefore so protected. However, these upgrades, processes, new technology and training may not be sufficient to protect us from all risks.AI.

AnotherA declaration of a pandemic inor thea future outbreak of a highly infectious or contagious disease could have repercussions across many sectors and areas of the global economy and financial markets, leading to significant adverse impacts on economic activity as well as significant volatility and negative pressure in financial markets. COVID-19 previously impacted, and a novel strain of COVID-19 or other potential pandemics could in the future impact, in-person commerce which has and may in the future impact the revenues generated by our tenants which may further impact their ability to pay their rent to us when due. We may also potentially experience a negative impact on the health of our personnel, particularly if a significant number of them are during a future pandemic, which could result in a deterioration in our ability to ensure business continuity during this disruption.

As of December 31, 2024,2025, we had $4.7$2.6 billion of total gross indebtedness outstanding, including $2.3$1.3 billion of secured indebtedness, $1.4$324.2 billionmillion outstanding under the Revolving Credit Facility, and $1.0 billion of our Senior Notes. We had availability to borrow an additional $332.5$781.7 million, under our Revolving Credit Facility as of December 31, 2024.2025. Our high level of indebtedness may have the following important consequences to us including:

As of December 31, 2024,2025, a total of $464.5$94.8 million of our indebtedness bearing interest at a weighted rate of 3.8% matures in calendar year 2025.2026. Interest rates increased considerably over the last two years and may increase further in the future. The interest rate on borrowings under the Revolving Credit Facility was 5.7% and 6.0%3.4% as of December 31, 2024 and 2023, respectively.2025. The interest rate on any indebtedness we refinance will likely be higher than the rate on the maturing indebtedness. There is no assurance that well will be able to refinance any of our indebtedness as it comes due, especially indebtedness secured by mortgages, on favorable terms, or at all. Increases in interest rates or changes in underwriting standards imposed by lenders may require us to use either cash on hand or raise additional equity to repay or refinance any indebtedness or for that matter to incur new indebtedness. If we are unable to repay or refinance any indebtedness secured by mortgages, we lose the mortgaged property in a foreclosure action.

The domestic and international commercial real estate debt markets are subject to volatility, resulting in, from time to time, the tightening of underwriting standards by lenders and credit rating agencies and reductions in the availability of financing. Beginning in early 2022, in response to significant and prolonged increases in inflation, the U.S. Federal Reserve Board raised interest rates eleven times during 2022 and 2023 and then paused rate increases in the fourth quarter of 2023 following the deceleration of inflationary growth. During that same period the European Central Bank and the Bank of England similarly raised interest rates and implemented fiscal policy interventions responsive to high levels of inflation and recession fears. While the Federal Reserve reduced benchmark interest rates by 75 basis points in late 2024, it maintained benchmark interest-rate at around 4.25% to 4.50% through much of 2025. The Federal Reserve Boardthen cutreduced the target range to 4.0% - 4.25% on September 17, 2025, to 3.75% - 4.00% on October 29, 2025, and to 3.50%-3.75% on December 10, 2025. Despite these reductions, interest rates inremain Septemberelevated 2024 and December 2024, and it may seekcompared to furtherrecent reducehistorical interestperiods. rates,After increasecutting rates in 2025, on January 28, 2026, the Federal Reserve voted to hold the benchmark interest-rates steady at 3.50%-3.75%. The future path of inflation and interest rates or maintain current interest rates. The timing, number and amount of any future interest rate changes areremain uncertain, and there can be no assurance that rates will continue to decrease at a rate currently predicted or at all, which would in turn negatively impact our borrowing costs. If our overall cost of borrowings increases, either due to increases in the index rates or due to increases in lender spreads, we will need to factor such increases into pricing and projected returns for any future acquisitions. This may result in future acquisitions generating lower overall economic returns. Volatility in the debt markets may negatively impact our ability to borrow monies to finance the purchase of, or other activities related to, our real estate assets.

These covenants limit our operating flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or competing effectively. In addition, the Revolving Credit Facility requires us to comply with financial maintenance covenants, consistingcertain of awhich maximumdo debtnot toapply assetso valuelong ratio,as awe minimummaintain fixedour chargeinvestment-grade coverage ratio, a maximum unencumbered leverage ratio, a minimum debt service coverage ratio, a maximum secured debt to asset value ratio, a maximum secured recourse debt to asset value ratio, and a minimum consolidated tangible net worth test.rating. We also are required to maintain total unencumbered assets of at least 150% of our unsecured indebtedness under each of the indentures governing the Senior Notes. Our ability to meet these requirements may be affected by events beyond our control, and we may not meet these requirements. We may be unable to maintain compliance with these covenants and, if we fail to do so, we may be unable to obtain waivers from the lenders or indenture trustee, as applicable, or amend the covenants.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs andcosts, reduce our access to capital.capital or lead to additional restrictions under our debt agreements.

Any rating assigned to debt securities that we or either of our OP’s issue could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any lowering of the ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. Additionally, in October 2025, Fitch Ratings upgraded our corporate credit rating to investment-grade BBB- from BB+, and as a result, subject to ongoing maintenance of an investment grade credit rating from at least one rating agency, the financial maintenance covenants with respect to maximum secured recourse debt and minimum net worth no longer apply. If we are unable to maintain such a rating, such covenants and other covenants and restrictions under our Credit Agreement, including restrictions on our ability to pay dividends and make other distributions or repurchases of our equity securities, will apply, which could negatively impact our business.

•inflation and continuing increases in the inflation rate;

We depend on our OPsOP and theirits subsidiaries for cash flow and are structurally subordinated in right of payment to the obligations of our OPsOP and theirits subsidiaries.

We conduct, and intend to continue conducting, all of our business operations through our OPsOP and accordingly, we rely on distributions from our OPsOP and theirits subsidiaries to provide cash to pay our obligations. There is no assurance that our OPsOP or theirits subsidiaries will be able to, or be permitted to, pay distributions to us that will enable us to pay dividends to our stockholders and meet our other obligations. Each subsidiary of each of the OP’sOP is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from these entities. In addition, any claims we may have will be structurally subordinated to all existing and future liabilities and obligations of our OPsOP and theirits subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our OPsOP and theirits subsidiaries will be available to satisfy the claims of our creditors or to pay dividends to our stockholders only after all the liabilities and obligations of our OPsOP and theirits subsidiaries have been paid in full.

We may issue shares of our Common Stock or Series B Preferred Stock or another series of preferred stockStock, pursuant to our existing at-the-market programsprogram, orand may in the future also issue shares of our preferred stock pursuant to any similar future programprogram, as well as in other public or private offerings, including shelf offerings, and shares of our Common Stock issued as awards to our officers, directors and other eligible persons. We may also issue OP Units to sellers of properties we acquire. OP Units may be redeemed on a one for one basis for, at our election, a share of Common Stock or the cash equivalent thereof.

We cannot guarantee that we will repurchase our Common Stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term stockholder value. Share repurchases could also increase the volatility of the price of our Common Stock and could diminish our cash reserves.

On February 20, 2025, our Board authorized a share repurchase program, under which we are authorized to repurchase shares of Common Stock for an aggregate purchase price not to exceed $300.0 million, excluding fees, commissions and other ancillary expenses.expenses, of which approximately $180 million was available at December 31, 2025. Under the program, which does not have a stated expiration date, we may repurchase shares of our Common Stock from time to time through open market purchases, block trades, privately negotiated transactions, accelerated share repurchase transactions and/or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.

Although the Board has authorized the share repurchase program, the share repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The timing and amount of future repurchases, if any, will depend upon several factors, including market, legislative and business conditions, the trading price of our Common Stock and the nature of other investment opportunities. For example, the Inflation Reduction Act imposes a one percent tax on stock repurchases, subject to certain adjustments, by publicly traded U.S. companies, including us, and may impact our decision to engage in share repurchases. Also, our ability to repurchase shares of stock may be limited by restrictive covenants in our debt agreements. The repurchase program may be limited, suspended or discontinued at any time without prior notice. In addition, repurchases of our Common Stock pursuant to our share repurchase program could affect our stock price and increase its volatility. The existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase program could diminish our cash reserves, which may impact our ability to finance future growth, to continue to pay a dividend and to pursue possible future strategic opportunities and acquisitions. There can be no assurance that any share repurchases will enhance stockholder value because the market price of our Common Stock may decline below the levels at which we repurchased shares of stock. Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness.

A REIT may own up to 100% of the stock of one or more TRSs. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% (20% for taxable years beginning after December 31, 2027, and before January 1, 2026) of the gross value of a REIT’s assets may consist of stock or securities of one or more TRSs. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross income from operations pursuant to management contracts. Accordingly, we may use one or more TRSs generally to hold properties for sale in the ordinary course of a trade or business or to hold assets or conduct activities that we cannot conduct directly as a REIT. A TRS is subject to applicable U.S. federal, state, local, and foreign income tax on its taxable income, as well as limitations on the deductibility of its interest expenses. In addition, the Code imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Amounts that we pay to our taxable stockholders out of current and accumulated earnings and profits (and not designated as capital gain dividends or qualified dividend income) generally will be treated as dividends for U.S. federal income tax purposes and will be taxable as ordinary income. Noncorporate stockholders are entitled to a 20% deduction with respect to these ordinary REIT dividends which would, if allowed in full, result in a maximum effective U.S. federal income tax rate on these ordinary REIT dividends of 29.6% (or 33.4% including the 3.8% surtax on net investment income); however, the 20% deduction will end after December 31, 2025, unless the law is extended..

However, a portion of the amounts that we pay to our stockholders generally may (1) be designated by us as capital gain dividends taxable as long-term capital gain to the extent that such portion is attributable to net capital gain recognized by us, (2) be designated by us as qualified dividend income, taxable at capital gains rates, to the extent they are attributable to dividends we receive from TRSs, or (3) constitute a return of capital to the extent that such portion exceeds our accumulated earnings and profits as determined for U.S. federal income tax purposes. With respect to qualified dividend income, the current maximum U.S. federal tax rate applicable to noncorporate stockholders is 23.8%, including the 3.8% surtax on net investment income. Dividends payable by REITs, however, generally are not eligible for this reduced rate and, as described above, through December 31, 2025, will be subject to an effective rate of 29.6% (or 33.4% including the 3.8% surtax on net investment income). Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including shares of our stock. Tax rates could be changed in future legislation. A return of capital is not taxable, but has the effect of reducing the tax basis of a stockholder’s investment in shares of our stock. Amounts paid to our stockholders that exceed our current and accumulated earnings and profits and a stockholder’s tax basis in shares of our stock generally will be taxable as capital gain.

To maintain our qualification as a REIT, we must ensure that we meet the REIT gross income tests annually and that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-related securities. The remainder of our investment in securities (other than securities that qualify for the 75% asset test and securities of qualified REIT subsidiaries and TRSs) generally cannot exceed 10% of the outstanding voting securities of any one issuer, 10% of the total value of the outstanding securities of any one issuer, or 5% of the value of our assets as to any one issuer. In addition, no more than 25% (20% for taxable years beginning after December 31, 2017, and before January 1, 2026) of the value of our total assets may consist of stock or securities of one or more TRSs and no more than 25% of our assets may consist of publicly offered REIT debt instruments that do not otherwise qualify under the 75% asset test. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate assets from our portfolio or not make otherwise attractive investments in order to maintain our qualification as a REIT.

As of December 31, 2024,2025, we owned 1,121820 properties consisting of 60.740.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 6.26.1 years. Based on the percentage of annualized rental income on a straight-line basis as of December 31, 2024,2025, approximately 80%74% of our properties were located in the U.S. and Canada and approximately 20%26% were located in Europe. In addition, as of December 31, 2024,2025, our portfolio was comprised of 34%46% Industrial & Distribution properties, 28% Multi-Tenant retail properties, 21% Single-Tenant27% Retail properties and 17%27% Office properties. These represent our fourthree reportable segments and the percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of December 31, 2024.2025. The straight-line rent includes amounts for tenant concessions.

Our single-tenant properties and our multi-tenant anchor spaces are leased to primarily “Investment Grade” rated tenants in well established markets in the U.S. and Europe. For our purposes, “Investment Grade” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s Analytics tool, which generates an implied rating by measuring an entity’s probability of default. Ratings information is as of December 31, 2024.2025. A total of 60.5%66% of our rental income on an annualized straight-line basis for leases in place as of December 31, 20242025 was derived from Investment Grade rated tenants, comprised of 31.4%34% leased to tenants with an actual investment grade rating and 29.1%32% leased to tenants with an implied investment grade rating.

RCGThe Multi-Tenant Retail Disposition

For new leases after acquisition of property, the commencement date is considered to be the date the lease modification is executed. We defer the revenue related to lease payments received from tenants in advance of their due dates. When we acquire a property, the acquisition date is considered to be the commencement date for purposes of this calculation for all leases in place at the time of acquisition. In our Industrial & Distribution, Single-Tenant Retail and Office segments, in addition to base rent, our lease agreements generally require tenants to pay for their property operating expenses or reimburse us for property operating expenses that we incur (primarily insurance costs and real estate taxes). However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by us. InPrior ourto the Multi-Tenant Retail segment,Disposition, we own,owned, managemanaged and leasesleased 100 multi-tenant properties where we generally paypaid for the property operating expenses for those properties and most of our tenants arewere required to pay their pro rata share of property operating expenses. Under ASC 842, we elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, we reflected them on a net basis. As noted above, the results of these 100 properties are being reported within discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023.

We continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under lease accounting rules, we are required to assess, based on credit risk only, if it is probable that we will collect virtually all of the lease payments at the lease commencement date and we must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If we determine that it is probable that we will collect virtually all of the lease payments (rent and contractually reimbursable property operating expenses), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if we determine it is not probable that we will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in Revenue from tenants on the accompanying consolidated statements of operations in the period the related costs are incurred, as applicable.

At the time an asset is acquired, we evaluate the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the “Purchase Price Allocation section” below for a discussion of the initial accounting for investments in real estate.

Disposal of real estate investments representing a strategic shift in operations that will have a major effect on our operations and financial results are required to be presented as discontinued operations in our consolidated statements of operations. NoAs propertiesdiscussed wereabove, the Multi-Tenant Retail Disposition is presented as discontinued operations as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023. Properties that are intended to be sold are designated as “held for sale” on our consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. We evaluate probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2024, we had 13 properties classified as held for sale. We had two properties classified as held for sale as of December 31, 2023.

In both a business combination and an asset acquisition, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as- if vacant basis. Intangible assets may include the value of in-place leases, and above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. Other than the Mergers, which were accounted for as a business combination, all of the other acquisitions during the yearsyear ended December 31, 2023 and 2022 were asset acquisitions. There were no acquisitions during the yearyears ended December 31, 2025 or 2024.

In accordance with the lease accounting standard, all of our leases as lessor prior to adoption of ASC 842 were accounted for as operating leases and we continued to account for them as operating leases under the transition guidance. We evaluate new leases originated after the adoption date (by us or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. DuringAs the three-year period endedof December 31, 2024,2025, we did not have any leases as a lessor that would be considered as sales-type leases or financings.

For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 1113 —- Commitments and ContingenciesLeases to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.

We are the lessee under certain land leases which were previously classified prior to adoption of ASC 842 and will continue to be classified as operating leases under transition elections unless subsequently modified, as well as land leases and other operating leases that were acquired or entered into in connection with the Mergers.leases. These leases are reflected on the balance sheet as right of use assets and operating lease liabilities and the rent expense is reflected on a straight-line basis over the lease term.

We assess each of our real estate properties for indicators of impairment quarterly or when circumstances indicate that the property may be impaired. When indicators of potential impairment are present that suggest that the carrying amounts may not be recoverable, we assess the recoverability by determining whether the carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition over an estimated hold period of ten years in most cases. If we believe there is a significant possibility that we might dispose of the assets earlier, we assess the recoverability using a probability weighted analysis of the estimated undiscounted future cash flows over the various possible holding periods. The estimation of undiscounted future cash flows is subjective and is based on various assumptions, including but not limited to market rental rates, capitalization rates, and hold periods. If thea recoverability assessment indicates that the carrying value of the real estate investment is not recoverable from the estimated undiscounted future cash flows, we will record an impairment to the extent that the carrying value of the property exceeds its estimated fair value.

Fair values are estimated based on contract prices for properties to be disposed, discounted cash flows or market comparable transactions. The estimation of future discounted cash flows is subjective and is based on various assumptions, including but not limited to market rental rates, capitalization rates, hold periods, and discount rates. Determining the appropriate capitalization or discount rate requires significant judgment and is typically based on many factors, including the prevailing rate for the market or submarket, as well as the quality and location of the real estate property.

Deferred leasing commissions are recorded over the terms of the related leases. The amortization expense related to leasing commissions incurred from third parties are recorded in depreciation and amortization. Prior to the Mergers, amortization expense related to leasing commissions incurred from Global Net Lease Advisors, LLC (the former “Advisor”) were recorded within operating fees to related parties in the consolidated statements of operations. As a result of the Mergers, we no longer pay any leasing commissions to the former Advisor.

We evaluate goodwill for impairment at least annually or upon the occurrence of a triggering event. Wealso performed our annual impairment evaluation in the fourth quarter of 20242025 to determine whether it was more likely than not that the fair value of each of our reporting units were less than their carrying value. For purposes of this assessment, an operating segment is a reporting unit. Based on our assessment, we determined that no additional goodwill was impaired as of December 31, 2024.2025.

We will continue to assess for triggering events. A triggering event is an occurrence or circumstance that indicates it is more likely than not that goodwill may be impaired. In such cases, an interim impairment test is required before the next annual evaluation. Should any triggering event occur, we would evaluate the carrying value of ourits goodwill by segment through an impairment test. If impairment is warranted, the charge would be recorded through the consolidated statement of operations as a reduction to earnings. We assessed the potential sale of 100 of our multi-tenant retail properties pursuant to the RCG PSA (see Note 17 — Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for additional information) as a triggering event and determined that goodwill was not impaired as of December 31, 2024. We will continue to monitor the multi-tenant retail segment’s goodwill if and when the RCG Multi-Tenant Retail Disposition closes in 2025.

We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. In addition, all foreign currency denominated borrowings under our Revolving Credit Facility are designated as net investment hedges. Certain of our foreign operations expose us to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of our cash receipts and payments in our functional currency, the USD. We enter into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of itsthe applicable obligation’s functional currency.

We have historically issued restricted shares of Common Stock (“Restricted Shares,Shares”), restricted stock units in respect of shares of Common Stock (“RSUs”), and performance stock units (“PSUs”). Also, although none remain outstanding as of December 31, 20242025 or 2023,2024, we historically had issued long-term incentive plan units of limited partner interest in the OP (“GNL LTIP Units”). For additional information on all of the equity-based compensation awards issued by us, see Note 1315 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.

Below is a discussion of our results of operations for the years ended December 31, 20242025 and 2023.2024. Please see the “Results of Operations” section locatedbeginning on page 3947 under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 20232024 for a discussion of our results of operations for the year ended December 31, 20232024 and year-to-year comparisons between 20232024 and 2022.2023.

In our Industrial & Distribution, Single-Tenant Retail and Office segments, we own, manage and lease single-tenant properties where in addition to base rent, our tenants are required to pay for their property operating expenses or reimburse us for property operating expenses that we incur (primarily property insurance and real estate taxes). However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by us. The main exceptions are properties leased to the Government Services Administration, which do not require the tenant to reimburse the costs.

Revenue from tenants in our Industrial & Distribution segment was $237.6$225.7 million and $220.1$237.6 million for the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease in revenue from tenants was primarilydue drivento bythe a full yearloss of revenue attributableof toapproximately $10.3 million from dispositions and lower revenue of approximately $1.6 million from other properties. The loss of revenue from dispositions primarily resulted from the sale of two groups of properties acquiredthat were leased by two of our former tenants, which comprised $9.4 million of the total decrease in revenue from RTLdispositions. onThere the Acquisition Date for the year ended December 31, 2024, withwas minimal impact from the year-over-year change in average foreign exchange rates during the year ended December 31, 2024,2025, when compared to the year ended December 31, 2023.2024.

Revenue from tenants in our Single-Tenant Retail segment was $164.5$132.8 million and $65.5$165.6 million for the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease was primarily duedriven toby athe full yearloss of revenue attributableof approximately $31.9 million from dispositions and approximately $0.9 million from other properties. The loss of revenue from dispositions was primarily related to propertiessix acquiredtenants fromwhich RTLcomprised onapproximately $27.0 million of the Acquisitiondecrease. DateThere for the year ended December 31, 2024, withwas minimal impact from the year-over-year change in average foreign exchange rates during the year ended December 31, 2024,2025, when compared to the year ended December 31, 2023.2024.

Revenue from tenants in our Office segment was $143.6$136.8 million and $149.7$143.6 million for the years ended December 31, 20242025 and 2023,2024, respectively. The decrease was primarily driven by dispositions during the yearnet endedloss Decemberof 31,revenue 2024,of $10.2 million from dispositions, partially offset by ahigher fullrevenue periodfrom properties owned in both periods of $3.4 million. The net loss of revenue infrom dispositions was primarily related to eight properties, which comprised approximately $8.9 million of the yeardecrease. ended December 31, 2024 attributable to properties acquired from RTL on the Acquisition Date for the year ended December 31, 2024, with minimal impact from theThe year-over-year change in average foreign exchange rates duringhad thea yearminimal ended December 31, 2024, when compared to the year ended December 31, 2023.impact.

Property operating expenses in our Industrial & Distribution segment were $21.8$19.0 million and $15.5$21.8 million for the years ended December 31, 20242025 and 2023,2024, respectively. The changedecrease was primarilydue to lower costs of $2.5 million from dispositions and lower costs of $0.3 million from other properties due to the timing of our reimbursable costscosts. andThere a full period of expenses attributable to properties acquired from RTL on the Acquisition Date for the year ended December 31, 2024, withwas minimal impact from dispositions and the year-over-year change in average foreign exchange rates during the year ended December 31, 2024,2025, when compared to the year ended December 31, 2023.2024.

Property operating expenses in our Single-TenantRetail Retailsegment were $15.8$14.8 million and $6.0$16.1 million for the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease was primarily duedriven toby lower costs of $3.9 million from properties sold, partially offset by an increase inof propertyapproximately operating$2.6 expenses resultingmillion from aproperties fullowned periodin both periods due to higher costs absorbed by us at one of expenses attributable toour properties acquiredlocated fromin RTLEurope. onThere the Acquisition Date for the year ended December 31, 2024, withwas minimal impact from the year-over-year change in average foreign exchange rates,rates during the year ended December 31, 2025, when compared to the year ended December 31, 2023.2024.

Property operating expenses in our Office segment were $18.9$17.5 million and $19.4$18.9 million for the years ended December 31, 20242025 and 2023,2024, respectively. The decrease was primarily due to thelower timingcosts of ourapproximately reimbursable$1.9 expensesmillion ,from withproperties sold, partially offset by higher costs of approximately $0.5 million from properties owned in each period. There was minimal impact from the year-over-year change in average foreign exchange rates,whenrates during the year ended December 31, 2025, when compared to the year ended December 31, 2023.2024.

PotentialAn adverse outcome in any litigation or other legal proceedings instituted against us, Modiv or our respective directors challengingrelating to the proposed MergerMergers could have a material adverse impact on the businesses of GNL and Modiv and may prevent the Mergers from becoming effective within the expected timeframe or at all.

Potential litigation related to the Mergers may result in injunctive or other relief prohibiting, delaying or otherwise adversely affecting the parties’ ability to complete the Mergers. Such relief may prevent the Mergers from becoming effective within the expected timeframe or at all. In addition, defending against such claims may be expensive and divert management’s attention and resources, which could adversely affect the respective businesses of us and Modiv. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on GNL’s or Modiv’s ability to consummate the Mergers or their respective business, results of operation or financial position, including through an injunction prohibiting the Mergers altogether or the diversion of either company’s resources or distraction of key personnel.

This Quarterly Report on Form 10-Q contains “forward-looking statements”, as that term is defined under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended,amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements regarding the intent, belief or current expectations of Global Net Lease, Inc. (“we,” “our,” or “us”) and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” “predicts,” “expects,” “plans,” “intends,” “would,” “could,” “should” or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those contemplated by such forward-looking statements. We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks that any potential future acquisitionacquisition, including the Modiv transaction, or disposition by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the additional risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025, this and our other Quarterly Reports on Form 10-Q, and our other filings with the U.S. Securities and Exchange Commission (the “SEC”), as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports.

As of MarchJune 31,30, 2026, we owned 809798 properties consisting of 40.339.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 5.95.7 years. Based on the percentage of annualized rental income on a straight-line basis as of MarchJune 31,30, 2026, approximately 74% of our properties were located in the U.S. and Canada and approximately 26% were located in Europe. In addition, as of MarchJune 31,30, 2026, our portfolio was comprised of 47% Industrial & Distribution properties, 27%28% Retail properties and 26%25% Office properties. The percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of MarchJune 31,30, 2026. The straight-line rent includes amounts for tenant concessions.

Our portfolio is leased to primarily “Investment Grade” rated tenants in well-established markets in the U.S. and Europe. A total of 64.4%63.3% of our rental income on an annualized straight-line basis for leases in place as of MarchJune 31,30, 2026 was derived from Investment Grade rated tenants, comprised of 33.5%38.0% leased to tenants with an actual investment grade rating and 30.9%25.3% leased to tenants with an implied investment grade rating. For our purposes, “Investment Grade” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s Analyticsanalytical tool, which generates an implied rating by measuring an entity’s probability of default. Ratings information is as of MarchJune 31,30, 2026.

Agreement and Plan of Merger with Modiv

In addition, the Merger Agreement requires, among other things, that the Company file with the Securities and Exchange CommissionSEC a Registration Statement on Form S-4 registering the issuance of the Modiv Common Stock Merger Consideration under the Securities ActAct, of 1933, as amended, which will containcontaining a prospectus of the Company for the issuance of the Modiv Common Stock Merger Consideration and a proxy statement of Modiv (the “Modiv Transaction S-4”) with respect to its special meeting of Modiv’s stockholders convened for purposes of obtaining the approval of the Modiv Merger. The Company filed the Modiv Transaction S-4 on June 1, 2026, which the SEC declared effective on June 24, 2026, and Modiv set August 10, 2026 as the date for such special meeting.

The following table represents a summary by segment of our portfolio of real estate properties as of MarchJune 31,30, 2026:

__________ (1) If the portfolio has multiple properties with varying lease expirations, average remaining lease term is calculated on a weighted-average basis. Weighted average remaining lease term in years is calculated based on square feet as of MarchJune 31,30, 2026.

We have three remaining reportable segments based on property type: (1) Industrial & Distribution, (2) Retail and (3) Office (for additional information, see Note 15 — Segment Reporting to our consolidated financial statements included in this Quarterly Report on Form 10-Q).

Due to the classification of the 100 multi-tenant retail properties that were sold in 2025 (the “Multi-Tenant Retail Portfolio”) as a discontinued operation, the tables below do not include the results of the Multi-Tenant Retail Portfolio, which are classified within loss from discontinued operations in our consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 (for additional information, see Note 3 — Multi-Tenant Retail Disposition to our consolidated financial statements included in this Quarterly Report on Form 10-Q).

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Net loss attributable to common stockholders was $16.0$7.5 million for the three months ended MarchJune 31,30, 2026, as compared to $200.3$35.1 million for the three months ended MarchJune 31,30, 2025. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.

Revenue from tenants in our Industrial & Distribution segment was $49.2$51.7 million and $58.0$55.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in revenue from tenants was due to the net loss of revenue of approximately $9.3$2.0 million from dispositions,dispositions partiallyand offset by higherlower revenue of approximately $0.5$1.3 million from other properties. The net loss of revenue from dispositions primarily resulted from the sale of two groups of properties that were leased by two of our former tenants, which comprised approximately $8.0 million of the decrease.tenants. There was minimal impact from the year-over-year change in average exchange rates during the three months ended MarchJune 31,30, 2026, when compared to the same period last year.

Revenue from tenants in our Retail segment was $29.5$30.0 million and $37.0$35.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease was primarily driven by the loss of revenue of approximately $7.6$5.6 million from dispositions, partially offset by an increase in revenue from other properties of $0.1$0.2 million. The loss of revenue from dispositions was primarily related to one tenant which comprised approximately $6.1$3.9 million of the decrease. There was minimal impact from the year-over-year change in average exchange rates during the three months ended MarchJune 31,30, 2026, when compared to the same period last year.

Revenue from tenants in our Office segment was $30.6$30.8 million and $37.4$34.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in the firstsecond quarter of 2026, when compared to the same period last year, was primarily driven by the net loss of revenue of approximately $8.7$5.9 million from dispositions, partially offset by higher revenue from other properties of $1.9$2.1 million. The net loss of revenue from dispositions was primarily related to fourseven tenants,tenants which comprised approximately $7.4$5.5 million of the decrease. The year-over-year change in foreign exchange rates had a minimal impact.

Property operating expenses in our Industrial & Distribution segment were $5.3$5.6 million and $4.2 million for each of the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively. Lower costs of $0.9$0.5 million from dispositions were offset by higher costs of $0.9$1.9 million from properties owned in both periods due to the timing of our reimbursable costs. There was minimal impact from the year-over-year change in average foreign exchange rates during the three months ended MarchJune 31,30, 2026, when compared to the same period last year.

Property operating expenses in our Retail segment were $3.7$3.8 million and $3.9$3.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. TheLower decreasecosts in the firstsecond quarter of 2026 was primarily due to lower costs of $1.1$0.3 million from properties sold,sold partiallywere offset by higher costs of $0.9$1.1 million, from properties owned in both periods,periods primarily due to higher costs absorbed by us at one of our properties located in Europe. There was minimal impact from the year-over-year change in average exchange rates during the three months ended MarchJune 31,30, 2026, when compared to the same period last year.

Property operating expenses in our Office segment were $4.0$3.9 million and $4.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in the firstsecond quarter of 2026 was driven by lower costs of $1.1$1.3 million from properties sold, partially offset by an increase in costs of $0.3$0.4 million from properties owned in both periods. There was minimal impact from the year-over-year change in average exchange rates during the three months ended MarchJune 31,30, 2026, when compared to the same period last year.

During the three months ended MarchJune 31,30, 2025,2026, we determined that 694 of our properties (68two located in the US andU.S., one located in the U.K. and one located in Europe), had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price less selling costs of such properties, and as a result, we recorded an impairment chargecharges oftotaling approximately $60.3$3.7 million.

Acquisition,Merger, Transaction and Other Costs

We recognized $4.4$6.6 million and $1.6$2.0 million of acquisition,merger, transaction and other costs during the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase was primarily due to costs incurred in connection with a higher volume of transaction-related activity in the firstsecond quarter of 2026.2026 related to the pending acquisition of Modiv.

General and administrative expenses were $12.1relatively consistent at $11.9 million and $16.2$11.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, primarily consistingcomprised of employee compensation/payroll expenses, professional fees including audit and taxation services, board member compensation and directors’ and officers’ liability insurance. The decrease was primarily due to lower compensation costs and professional fees in the first quarter of 2026.

During the three months ended MarchJune 31,30, 2026 and 2025, we recognized equity-based compensation expense of $4.0$3.9 million and $3.1$3.3 million, respectively. Equity-based compensation inexpense the quarter ended March 31, 2026 consistedconsists of (i) amortization of restricted shares of our Common Stock (“Restricted Shares”) granted to employees of AR Global Investments, LLC, our former advisor (the “Former Advisor”) or its affiliates who were involved in providing services to us prior to the Internalization; (ii) amortization of restricted stock units in respect of shares of Common Stock (“RSUs”) granted to our employees and our independent directors; and (iii) amortization expense related to performance stock units (“PSUs”). The period over period increase in expense was attributable to RSUs and PSUs granted in the first quarter of 2026.

Depreciation and amortization expense was $41.6$41.5 million and $56.3$45.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease was due to lower depreciation and amortization due to dispositions during 2026 and 2025, as well as higher amortization expense in the prior year period of approximately $11 million from the accelerated amortization of in-place lease intangibles during the three months ended March 31, 2025.

During the three months ended MarchJune 31,30, 2026, we sold 11 properties (twothree Industrial and& Distribution properties, sevensix Retail properties and two Office properties) and recorded a net gain of $7.9$23.3 million. During the three months ended March 31, 2026, we applied $4.6 million of previously received refundable buyer deposits, which had been recorded as a liability, to the consideration received upon sale of real estate. This amount is reflected as a noncash investing activity.

During the three months ended MarchJune 31,30, 2025, we sold 1694 properties (onefive Industrial and& Distribution property,properties, 1388 Retail properties and twoone Office propertiesproperty), and recorded a net lossgain of $1.7$1.5 million. These amounts do not include the properties sold in the firstsecond quarter of 2025 that were included in the Multi-Tenant Retail Portfolio, which are part of discontinued operations (see Note 3 — Multi-Tenant Retail Disposition for additional information to our consolidated financial statements included in this Quarterly Report on Form 10-Q).

Interest expense was $39.2$38.8 million and $53.4$53.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease was due to lower gross debt outstanding and a lower weighted-average effective interest rate during the three months ended MarchJune 31,30, 2026. The amount of our total gross debt outstanding was $2.6$2.5 billion as of MarchJune 31,30, 2026, as compared to $3.4$3.1 billion as of MarchJune 31,30, 2025. The weighted-average effective interest rate of our total debt was 4.1% as of MarchJune 31,30, 2026 and 4.2%4.3% as of MarchJune 31,30, 2025.

The decrease in interest expense was also impacted by the year-over-year change in average foreign exchange rates during the three months ended MarchJune 31,30, 2026, when compared to the same period last year. As of MarchJune 31,30, 2026, approximately 15%22% of our total debt outstanding was denominated in Euros (“EUR”). As of MarchJune 31,30, 2025, approximately 16%19% of our total debt outstanding was denominated in EUR and 1% was denominated in Canadian Dollars (“CAD”).

We view a combination of secured and unsecured financing as an efficient and accretive means to acquire properties and manage working capital. As of MarchJune 31,30, 2026, approximately 50%41% of our total debt outstanding was secured and 50%59% was unsecured, the latter including amounts outstanding under our Revolving Credit Facility,Facility (as defined in Note 6 — Revolving Credit Facility to our consolidated financial statements included in this Quarterly Report on Form 10-Q), our $500.0 million aggregate principal amount of 3.75% Senior Notes due 2027 (the “3.75% Senior Notes”) and $500.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “4.50% Senior Notes”).

Gain (Loss) Gain on Derivative Instruments

The gainloss of $3.1$0.3 million on derivative instruments for the three months ended MarchJune 31,30, 2026 and the loss of $3.9$8.8 million on derivative instruments for the three months ended MarchJune 31,30, 2025, reflect the marked-to-market impact from foreign currency and interest rate derivative instruments used to hedge the investment portfolio from currency and interest rate movements, and was mainly driven by exchange rate changes in British Pounds Sterling (“GBP”) and EUR compared to the USD. For the three months ended MarchJune 31,30, 2026, the gainloss on derivative instruments consisted of unrealized gains of $3.5$0.1 million and realized losses of $0.4 million. For the three months ended MarchJune 31,30, 2025, the loss on derivative instruments consisted of unrealized losses of $3.3$7.2 million and realized losses of $0.6$1.6 million. The overall gains (or losses) on derivative instruments directly impact our results of operations since they are recorded on the gain on derivative instruments line item in our consolidated results of operations. However, only the realized gains or losses are included in AFFO (as defined below).

Unrealized (Gains) Losses on Undesignated Foreign Currency Advances and Other Hedge Ineffectiveness

We recorded a gain of $1.8 million and a loss of $6.4$6.3 million on undesignated foreign currency advances and other hedge ineffectiveness during the quarterquarters ended MarchJune 31,30, 2026 and 2025, related to the accelerated reclassification of amounts in accumulated other comprehensive lossincome to earnings. We did not record any such gains or losses for the three months ended March 31, 2026.

Although as a REIT we generally do not pay U.S. federal income taxes on the amount of REIT taxable income that is distributed to stockholders, we recognize income tax benefit (expense) domestically for state taxes and local income taxes incurred, if any, and also in foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit and expense as a result of book and tax differences and timing differences in taxes across jurisdictions. Income tax expense was $1.6$4.8 million and $3.3$3.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Preferred stock dividends were $10.9 million for the three months ended MarchJune 31,30, 2026 and 2025. The amounts in both periods represent the dividends that are attributable to holders of Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.