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

Our business may be adversely affected by market and economic volatility experienced by the United States and global economies, the real estate industry as a whole and/or the local economies in the markets in which our properties are located. Such adverse economic and geopolitical conditions may be due to, among other issues, inflation and interest rates, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability (such as the war in Ukraine, rising tensions between China and Taiwan and the conflict in the Middle East),instability, tariffs, sanctions and other conditions beyond our control. These current conditions, or similar conditions existing in the future, may adversely affect our business, financial condition, results of operations and/or distributions as a result of one or more of the following, among other potential consequences:

The ongoingOngoing remote and hybrid working trends that began with the impact of the novel coronavirus (the “COVID-19 pandemic”), may continue to materially adversely impact the value of our properties and our business, operating results, financial condition and prospects.

Remote and hybrid working arrangements for personnel in response to the pandemic changed work practices in a manner that has negatively impacted us and our business. In particular, the increased adoption of and familiarity with remote work practices, and the increase in tenants seeking to sublease their leased office space, as well as tenant uncertainty regarding office space needs given evolving remote and hybrid working trends which began with the COVID-19 pandemic,trends, resulted in decreased demand for office space in certain places and certain types of properties. While office occupancy has generally improved sincein the endpast offew the pandemic,years, it remains below pre-pandemichistorical levels in certain places and for certain classes of office properties. Real estate sales prices depend on a number of factors, including occupancy percentages, and lease rates, and in light of current office space utilization trends, our ability to find buyers for our properties at desirable prices, or at all, has been adversely impacted by these trends. The need to reconfigure leased office space may impact space requirements and also may require us to spend increased amounts for tenant improvements. If substantial office space reconfiguration is required, the tenant may explore other office space and find it more advantageous to relocate than to renew its lease and renovate the existing space. The changes in work habits and reduced demand for office space have also resulted in adverse capital markets and financing conditions for office properties. The value of our properties and our business, operating

changes in work habits and reduced demand for office space have also resulted in adverse capital markets and financing conditions for office properties. The value of our properties and our business, operating results, financial condition and prospects may continue to be materially adversely impacted by the negative trends impacting the office property market.

We derive our net income primarily from rent received from our tenants, and our profitability is significantly dependent upon ability to minimize vacancies in our properties and ensure our tenants timely pay rent at an attractive rate. If a tenant experiences a downturn in its business or other types of financial distress, it may be unable to make timely rental payments. If lease defaults occur, we may experience delays in enforcing our rights as landlord. As of December 31, 2024,2025, our portfolio had a WALT of 4.33.9 years, and no properties were fully vacant.years. If our tenants decide not to renew their leases, terminate early or default on their lease, or if we fail to find suitable tenants to lease our vacant properties, we may not be able to re-lease the space or may experience delays in finding suitable replacement tenants and may be in default under the NLOP Mezzanine Loan.tenants.

As of December 31, 2024,2025, our top tenant in our portfolio (by ABR), KBR, represented approximately 22.9%37.2% of ABR, our three largest tenants in our portfolio (by ABR) represented approximately 38.0%52.0% of ABR, and our ten largest tenants in our portfolio (by ABR) represented approximately 64.6%84.5% of ABR. However, the property leased to KBR was sold in January 2026. In addition, as of December 31, 2024,2025, the majority of our ABR was from our properties leased to single tenants. The value of our single tenant properties is materially dependent on the performance of those tenants under their respective leases. These tenants face competition within their industries and other factors that could reduce their ability to pay us rent. Lease payment defaults by such tenants could cause us to reduce the amount of distributions that we pay to our shareholders. A default by a single or major tenant, the failure of a guarantor to fulfill its obligations or other premature termination of a lease to such a tenant or such tenant’s election not to extend a lease upon its expiration could have an adverse effect on our financial condition, results of operations, liquidity and ability to pay distributions to our shareholders. Additionally, a default by a single or major tenant could impact the resale value of our properties which could result in future impairments.

As of December 31, 2024,2025, 39.4%53.5% of our portfolio (as a percentage of ABR) was located in Texas,Texas (including 37.2% for our property leased to our tenant, KBR), representing the highest concentration of our assets, and 10.1%13.1% was located in Minnesota.California (including 5.7% for our property leased to our tenant, Google). However, the properties leased to KBR and Google were sold in January 2026. We are susceptible to adverse developments in the economic or regulatory environments of the geographic areas in which we concentrate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes or costs of complying with governmental regulations. Any adverse developments in the economy or real estate market in the areas in which we concentrate or any decrease in demand for office space resulting from regulatory or business environment in the areas in which we concentrate could result in future impairments or impact our ability to generate revenues sufficient to meet our operating expenses or other obligations, which could have an adverse effect on our financial condition, results of operations, liquidity and ability to pay distributions to our shareholders.

The majority of our revenues and income comes from rental income from real property. As such, our business, financial condition and results of operations could be adversely affected if our tenants default on their lease obligations. Our ability to manage our assets is also subject to federal bankruptcy laws, state laws that limit creditors’ rights and remedies available to real property owners to collect delinquent rents and international laws.rents. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a trustee or debtor-in-possession in any bankruptcy proceeding relating to that tenant. We also cannot be sure that we would receive any rent in the proceeding sufficient to cover our expenses with respect to the premises. If a tenant becomes bankrupt, the federal bankruptcy code will apply and, in some instances, may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations may have a material adverse effect on our business, financial condition and results of operations.

Costs associated with our business, such as debt repayments, real estate taxes, insurance premiums and maintenance costs, are relatively inelastic and generally do not decrease, and may increase, when a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause a reduction in property revenues. Additionally, the real property taxes on our properties may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. As a result, if revenues drop, we may not be able to reduce our expenses accordingly, which may have a material adverse effect on our business, financial condition and results of operations.

We, or in certain instances, tenants at our properties, carry comprehensive commercial general liability, fire, extended coverage, business interruption, rental loss coverage, environmental and umbrella liability coverage on all of our properties. We also carry wind and flood coverage on properties in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate. Similarly, we are insured against the risk of direct physical damage in amounts we believe to be adequate to reimburse us, on a replacement cost basis, for costs incurred to repair or rebuild each property, including loss of rental income during the reconstruction period. However, we may be subject to certain types of losses that are generally uninsured losses, including, but not limited to losses caused by riots, war or acts of God. In the event of substantial property loss, the insurance coverage may not be sufficient to pay the full current market value or current replacement cost of the property. In the event of an uninsured loss, we could lose some or all of our capital investment, cash flow and anticipated profits related to one or more properties. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it not feasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Under such circumstances, the insurance proceeds we receive might not be adequate to restore our economic position with respect to such property, which may have a material adverse effect on our business, financial condition and results of operations.

We have a significant amount of indebtedness and may need to incur more debt in the future.

As of December 31, 2024, net of capitalized financing costs,2025, we had approximately $169.2$21.9 million of total outstanding indebtedness. In addition, in connection with executing our business strategies going forward, we expect tomay need to invest in our current portfolio and we maycould elect to finance these endeavors by incurring additional indebtedness.indebtedness depending on various factors. The amount of such indebtedness may have material adverse consequences for us, including:

Moreover, to respond to competitive challenges, we may be required to raise substantial additional capital to execute our business strategy. Our ability to arrange additional financing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. If we are able to obtain additional financing and if we received credit ratings, these credit ratings could be adversely affected, which could further raise our borrowing costs and further limit our future access to capital and our ability to satisfy our obligations under our indebtedness, which may have a material adverse effect on our business, financial condition and results of operations.

At December 31, 2024,2025, fixed-rate debt comprises 76%100% of our debt and variable-rate debt comprises 24%.debt. We may incur additional fixed and variable-rate indebtedness in the future. As a result, we are, and expect to be, subject to the risks normally associated with debt financing including:

•that required payments on mortgages and on our other debt are not reduced if the economic performance of any property declines;

Our Board may permit us to incur additional debt and would do so, for example, if it were necessary to maintain our status as a REIT. We might become more highly leveraged as a result, and our financial condition, results of operations and funds available for distribution to shareholders might be negatively affected, and the risk of default on our indebtedness could increase, which may have a material adverse effect on our business, financial condition and results of operations.

Failure to hedge effectively against interest rate changes and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.

The interest rate and foreign exchange rate hedge instruments we may use to manage some of our exposure to interest rate and foreign exchange rate volatility involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements. Failure to hedge effectively against such interest rate and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.

In order to qualify to be taxed as a REIT, we (and any of our subsidiary REITs) generally must distribute annually at least 90% of REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to shareholders. Because of this distribution requirement, we may not be able to fund all future capital needs from income from operations. As a result, we may rely on third-party sources of capital, including collateralized debt (both construction financing and permanent debt) and equity issuances, although our ability to obtain additional third-party financing may be limited due to the NLOP Financing Arrangements.issuances. Our access to third-party sources of capital depends on a number of factors, including general market conditions, the market’s view of the quality of our assets, the market’s perception of our growth potential (and the terms of our existing financing arrangements),potential, our current debt levels and our current and expected future earnings. If we are unable to obtain a sufficient level of third-party financing to fund our capital needs, our ability to make distributions to our shareholders may be adversely affected which may have a material adverse effect on our business, financial condition and results of operations.

In connection with any sales of our assets, we will seek to enter into binding sales agreements for any such sales. The consummation of any potential sale for which we will enter into a sale agreement in the future will be subject to satisfaction of closing conditions. If any potential transaction contemplated by any such future sale agreement does not close because of a buyer default, failure of a closing condition or for any other reason, we may not be able to enter into a new agreement on a timely basis or on terms that are as favorable as the original sale agreement. We will also incur additional costs involved in locating a new buyer and negotiating a new sale agreement for any such sale. If we incur these additional costs, potential distributions to our shareholders would be reduced.

•the negotiation or termination of the NLOP Advisory Agreements and other agreements with our Advisor and its affiliates.affiliates, such as with our Advisor’s captive insurance subsidiary.

Our Advisor performs services for us in connection with the management and leasing of our properties, and the administration of our other investments.properties. Pursuant to the Advisory Agreement, we pay our Advisor cash fees for these services. The payment of these fees will reduce the amount of cash available for distribution to our shareholders.

Our Advisor has implemented processes, procedures, and controls, which are reviewed periodically and are intended to address ongoing and evolving cybersecurity risks. However, these measures do not guarantee that our financial results will not be negatively impacted by such an incident, especially in light of the fact that it is not always possible to anticipate, detect, or recognize threats to our systems. Additionally, as artificial intelligence (“AI”) technologies become increasingly sophisticated, the security risks associated with their use and the potential for misuse also increase. The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, expensive remediation efforts, liability exposure under federal and state law, and private data exposure. There can be no assurance that the insurance we maintain to cover some of these risks will be sufficient to cover the losses from any future breaches of our systems.

A REIT’s ownership of securities of a TRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of our total assets may be represented by securities (including securities of TRSs), other than those securities includable in the 75% asset test, and not more than 20% for taxable years through December 31, 2025 and 25% for subsequent taxable years of the value of our total assets may be represented by securities of TRSs. We intend to structure our transactions with any TRSs that we (or any of our subsidiary REITs) own to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.

Even though we qualify for taxation as a REIT, we are subject to certain (i) federal, state, local, and foreign taxes on our income and assets at a federal, state, local, and, through 2025, foreign level; (ii) taxes on any undistributed income and state, local, oror, through 2025, foreign income; and (iii) franchise, property, and transfer taxes. In addition, we could be required to pay an excise or penalty tax under certain circumstances in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT, which could be significant in amount. Any TRS assets and operations would continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our cash available for distributions to shareholders.

Limitations on the ownership of our common shares and other provisions of our Declaration of Trust and the NLOP Financing Arrangements may preclude the acquisition or change of control of our company.

Certain provisions contained in our Declaration of Trust and the NLOP Financing Arrangements may have the effect of discouraging a third party from making an acquisition proposal for us and may thereby inhibit a change of control. Provisions of our Declaration of Trust are designed to assist us in maintaining our qualification as a REIT under the Code by preventing concentrated ownership of our shares that might jeopardize REIT qualification. Among other things, unless exempted by our Board, no person may actually or constructively own more than 9.8% of the aggregate of the outstanding common shares of NLOP by value or by number of shares, whichever is more restrictive, or 9.8% of the aggregate of the outstanding shares of each class and series of outstanding preferred shares of NLOP by value or by number of shares, whichever is more restrictive. Our Board may, in its sole discretion, grant exemptions to the share ownership limits, subject to such conditions and the receipt by our Board of certain representations and undertakings.

The Maryland Business Combination Act (Title 3, Subtitle 6 of the Maryland General Corporation Law (the “MGCL”)) (the “Business Combination Act”) imposes conditions and restrictions on certain “business combinations” (including, among other transactions, a merger, consolidation, share exchange, or, in certain circumstances, an asset transfer or issuance of equity securities) between a Maryland real estate investment trust and certain persons who beneficially own at least 10% of the corporation’s stock or affiliates of such persons (an “interested shareholder”). Unless approved in advance by our Board, or otherwise exempted by the statute, such a business combination is prohibited for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. After such five-year period, a business combination with an interested shareholder must be: (a) recommended by our Board of the trust, and (b) approved by the affirmative vote of at least (i) 80% of the trust’s outstanding shares entitled to vote and (ii) two-thirds of the trust’s outstanding shares entitled to vote which are not held by the interested shareholder with whom the business combination is to be effected, unless, among other things, the trust’s common shareholders receive a “fair price” (as defined by the statute) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for his or her shares. As permitted under Maryland law, we have elected by resolution of our Board to opt out of the foregoing provisions on business combinations. However, we cannot assure you that our Board will not opt to be subject to such provisions in the future, including opting to be subject to such provisions retroactively.

Our Declaration of Trust initially divides our Board into three classes. The initial terms of the first, second and third classes will expire at the first, second and third annual meetings of shareholders, respectively, held following the Spin-Off. Initially, shareholders will elect only one class of trustees each year. Shareholders will elect successors to trustees upon the expiration of the terms of the initial trustees of each class. Commencing with the 2027 annual meeting of shareholders, each trustee shall be elected annually for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualifies. Until the 2027 annual meeting of the shareholders, our Board will be classified, which may reduce the possibility of certain attempts to change control of the Company, such as through a tender offer or a proxy contest, even though a change in control might be in our best interests.

•In AprilSeptember 2024,2025, we disposed of twoour propertieslast international property by transferring ownership to thea respective mortgage lenders,buyer, in satisfaction of the non-recourse mortgage loansloan encumbering the propertiesproperty totalingfor $33.0$45.7 million (Note 1615).

•During the year ended December 31, 2024,2025, we (i) fully repaid the NLOP MortgageMezzanine Loan, which had $288.9$61.1 million of outstanding principal as of December 31, 2023, and (ii) repaid $53.2 million of outstanding principal on the NLOP Mezzanine Loan, in each case2024, using net proceeds from certain dispositions, as well as excess cash flow from rent on our propertiesoperations and other sourcessources, including the application of loan reserves (Note 1110).

•During the year ended December 31, 2024,2025, we prepaidrepaid twofour non-recourse mortgage loans totaling $20.8$49.8 million,million which hadwith a weighted-average interest rate of 5.2%7.5% (Note 1110).

Net loss attributable to NLOP decreasedincreased in 20242025 as compared to 2023,2024, primarily due to anhigher impairment charge recognized on goodwill during 2023charges and higher gainloss on sale of real estate, partially offset by higherlower interest expenseexpense. andSee Note 8 for information on impairment charges recorded during the impactreporting of disposition activity.period.

FFO decreasedincreased in 20242025 as compared to 2023,2024, primarily due to higherlower interest expense (includingand amortizationhigher ofother deferredlease-related financingincome, costs)partially andoffset by the impact of disposition activity, partially offset by higher other lease-related income and Spin-Off costs recognized during 2023.activity.

AFFO decreasedincreased in 20242025 as compared to 2023,2024, primarily due to lower interest expense and higher other lease-related income, partially offset by the impact of disposition activity, partially offset by higher other lease-related income.activity.

(a)Excludes 570,999 of operating square footage for a parking garage atassociated awith domesticthe property.KBR property in Houston, Texas. This property was sold in January 2026 (Note 17).

(a)Excludes 570,999 of operating square footage for a parking garage atassociated awith domesticthe property.KBR property in Houston, Texas.

(b)Excludes 570,999 of operating square footage for a parking garage atassociated awith domesticthe property.KBR property in Houston, Texas. This property was sold in January 2026 (Note 17).

ABR — ABR represents contractual minimum annualized base rent for our properties and reflects exchange rates as of December 31, 2024.properties. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period.

For the year ended December 31, 20242025 as compared to 2023,2024, lease revenues decreased by $37.2$29.6 million, primarily due to disposition activity,activity and tenant vacancies at certain properties, and the anticipated reimbursement of $3.3 million of rent to a tenant since the tenant had to vacate a property during a period of maintenance (this reimbursement was formally agreed upon in February 2025 (Note 18)).properties.

For the year ended December 31, 20242025 as compared to 2023,2024, income from finance leases decreasedincreased by $1.1$0.5 million, primarily due to thea reclassification of oura remainingnet-lease directasset financingto net investments in sales-type lease investment to operating lease duringin the thirdfourth quarter of 2023,2025. asWe wellalso as the dispositiondisposed of our remaininga property classified as net investments in sales-type lease during the first quarter of 2024 (Note 76).

For the year ended December 31, 20242025 as compared to 2023,2024, depreciation and amortization expense decreased by $18.3$20.8 million, primarily due to the impact of disposition activity,activity partially offset byand accelerated amortization of intangible assets in connection with a lease restructuring.restructuring during the year ended December 31, 2024.

For the year ended December 31, 20242025 as compared to 2023,2024, reimbursable tenant costs decreased by $1.4$4.1 million, primarily due to the impact of dispositions,disposition partiallyactivity, offsetas bywell higheras insurancelower premiumsreal paidestate ontaxes and maintenance costs at certain properties.

For the year ended December 31, 20242025 as compared to 2023,2024, property expenses, excluding reimbursable tenant costs, increaseddecreased by $2.3 million, primarily due to the impact of disposition activity, partially offset by tenant vacancies during 2024 (which resulted in property expenses no longer being reimbursable).

Other Income and Expenses, and Benefit from (Provision for) Benefit from Income Taxes

For the year ended December 31, 2024, other gains and (losses) of $(2.2) million were primarily comprised of (i) loss of $($3.23.2) million related to damages at a property, (ii) net realized and unrealized losses on our interest rate cap derivative of $($1.01.0) million (Note 109), (iii) net realized and unrealized gains on foreign currency exchange rate movements of $($0.80.8) million, (iv) loss of $($0.30.3) million on extinguishment of debt, (v) interest income on our cash deposits of $2.3 million, and (vi) gain of $0.9 million related to a forfeited deposit on a potential disposition.

Benefit from (Provision for) Benefit from Income Taxes

For the year ended December 31, 2024,2025, we recognized a provision for income taxes of $0.2 million, as compared to a benefit from income taxes of $2.4 million, as compared to a provision for income taxes of $0.4 million for the year ended December 31, 2023,2024, primarily due to the impact of an impairment charge recognized on an international property during 2024.

We use the cash flow generated from our investments primarily to meet our operating expenses, pay distributions to shareholders, make capital expenditures as necessary, and pay debt service. Our cash flows fluctuate periodically due to a number of factors, which may include, among other things: the timing of capital expenditures and sales of real estate; the timing of the repayment of debt and receipt of lease revenues; the timing and amount of other lease-related payments; and the timing of advisory fees and reimbursements paid to our Advisor. Despite these fluctuations, we believe that we will generate sufficient cash from operations to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources and proceeds from dispositions of properties in order to meet these needs. We assess our ability to access capital on an ongoing basis. The following table summarizes the changes in cash flows for the periods presented (in thousands):

Net Cash Provided by Operating Activities — Net cash provided by operating activities increaseddecreased by $0.9$7.7 million during 20242025 as compared to 2023,2024, primarily due to the impact of disposition activity and $10.3 million of proceeds received from the sale of a net investment in sales-type lease during 2024 (Note 7) and Spin-Off related costs incurred during 2023 (Note 16), substantiallypartially offset by thelower impactinterest of dispositions.expense.

During the threesix months ended MarchJune 31,30, 2026 and through the date of this Report, we completed the following (as further described in the consolidated financial statements):

•During the threesix months ended MarchJune 31,30, 2026, we sold six properties for total proceeds, net of selling costs, of $127.5$128.0 million (Note 12). These proceeds exclude a $20.0 million deposit received during the fourth of quarter of 2025 related to the disposition of a property in January 2026 located in Houston, Texas, and leased to KBR, our largest tenant by ABR as of December 31, 2025.

(a)Amount for the threesix months ended MarchJune 31,30, 2026 includes $8.0 million of proceeds from the sale of a net investment in sales-type lease (Note 5). Such proceeds are included within Net cash provided by operating activities in accordance with ASC 842, Leases.

Since January 1, 2025,2025 and through June 30, 2026, we have disposed of 21 properties for total proceeds, net of selling costs, of $339.8$340.3 million, which has resulted in significant declines in our revenues, expenses, net cash provided by operating activities, FFO, and AFFO.

Total revenues decreased for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, primarily due to the impact of disposition activity.

FFO decreased for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, primarily due to the impact of disposition activity and a non-cash allowance for credit loss recorded on a net investment in a sales-type lease during the currentsix yearmonths periodended June 30, 2026 (Note 5), partially offset by lower interest expense.

AFFO decreased for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, primarily due to the impact of disposition activity, partially offset by lower interest expense.

The tables below represent information about our portfolio at MarchJune 31,30, 2026 on a pro rata basis. See Terms and Definitions below for a description of pro rata amounts and ABR.

For the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, lease revenues decreased by $20.1$21.2 million and $41.2 million, respectively, primarily due to disposition activity.

For the threesix months ended MarchJune 31,30, 2026 as compared to the same period in 2025, income from direct finance leases increased by $0.6 million, primarily due to the reclassification of two net-lease assets to net investments in sales-type leases during the fourth quarter of 2025. During the first quarter of 2026, one of these assets was sold and one was reclassified as a net-lease property (Note 5).

For the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, depreciation and amortization expense decreased by $7.4$6.9 million and $14.4 million, respectively, primarily due to the impact of disposition activity.

In May 2026, our Board of Trustees approved a reduction in the base administrative reimbursement to our Advisor fromwas agreed upon and approved by our Board of Trustees; effective July 1, 2026, the reimbursement is $2.0 million annually instead of $4.0 million annually to $2.0 million annually, effective July 1, 2026 (Note 133). Such reimbursements are included in general and administrative expenses.

For the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, general and administrative expenses increaseddecreased by $0.3 million and $0.1 million, respectively, primarily due to thelower timingprofessional of certain investor relations expenses.fees.

For the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, property expenses, excluding reimbursable tenant costs, decreased by $1.8 million and $3.5 million, respectively, primarily due to the impact of disposition activity.

For the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, asset management fees decreased by $0.8 million and $1.6 million, respectively, due to the impact of disposition activity.

Gain (loss) gain on sale of real estate, net, consists of gain or loss on (i) the sale of properties that were disposed of, net of duringtaxes, (ii) properties included in assets held for sale and subject to a revised estimated purchase price, or (iii) the reportingreclassification period,of foreign currency translation adjustments from accumulated other comprehensive income to net loss since we exited all investments denominated in a currency (which totaled losses of $1.1 million for the six months ended June 30, 2025), as more fully described in Note 4, Note 5,4 and Note 12.

For the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025, interest expense decreased by $5.4$4.0 million and $9.4 million, respectively, primarily due to repayments of our debt since January 1, 2025 (Note 8).

Net Cash Provided by Operating Activities — Net cash provided by operating activities decreased by $6.0$15.9 million during the threesix months ended MarchJune 31,30, 2026 as compared to the same period in 2025, primarily due to the impact of disposition activity, partially offset by $8.0 million of proceeds received from the sale of a net investment in sales-type lease during the current year period.

Net Cash Provided by Investing Activities — Net cash provided by investing activities increased by $110.2$96.6 million during the threesix months ended MarchJune 31,30, 2026 as compared to the same period in 2025, primarily due to higher proceeds from dispositions during the current year period.

Net Cash Used in Financing Activities — Net cash used in financing activities increased by $149.8$163.0 million during the threesix months ended MarchJune 31,30, 2026 as compared to the same period in 2025, primarily due to $175.5$224.4 million of distributions paid during the current year period, partially offset by lower debt payments (following the full repayment of the NLOP Mezzanine Loan during 2025 (Note 8)).

At MarchJune 31,30, 2026, our cash resources consisted of the following:

•unleveraged properties that had an aggregate asset carrying value of approximately $161.2$151.4 million at MarchJune 31,30, 2026, although there can be no assurance that we would be able to sell or obtain financing for these properties.

As of MarchJune 31,30, 2026, scheduled debt principal payments total $21.9 million during the remainder of 2026 (Note 88, Note 13).

During the next 12 months following MarchJune 31,30, 2026 and thereafter, we expect that our significant cash requirements will include:

•making scheduled principal and balloon payments on our remaining non-recourse mortgage debt obligation totaling $21.9 million, which are due during the next 12 months (this non-recourse mortgage loan, which has a maturity date of July 6, 2026, has not been repaid as of the date of this Report (Note 8, Note 13));

We expect to fund these cash requirements through cash generated from operations and cash received from dispositions of properties.properties and cash generated from operations.

Our liquidity could be adversely affected by refinancingreal debtestate atmarket higherconditions interest(which ratescould orimpact our ability to dispose of properties) and an unanticipated disruption to our operating cash flow, which could include interrupted rent collections or greater-than-anticipated operating expenses.

(ab)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.

(bc)Amount for the threesix months ended MarchJune 31,30, 2026 includes a non-cash allowance for credit loss recorded on a net investment in a sales-type lease of $11.0 million (Note 5). These amounts also include gains and losses on extinguishment of debt and foreign currency transactions.