Global Net Lease, Inc.

Previous wording

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, 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 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.

Current wording

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, 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.

Previous wording

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 associated with realization of the anticipated benefits of the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions; that any potential future acquisition or disposition by the Company is subject to market conditions and capital availability 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, 2023, 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.

Current wording

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 acquisition or disposition (including the proposed closing of the encumbered properties portion of the Multi-Tenant Retail Portfolio) (as defined below)) 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, 2024, 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.

Previous wording

We are a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe. Historically, we focused on acquiring and managing a globally diversified portfolio of strategically-located commercial real estate properties, which consisted primarily of mission-critical, single tenant net-lease assets. As a result of acquiring RTL in the quarter ended September 30, 2023, as further discussed below, we acquired a diversified portfolio of 989 properties consisting of primarily necessity-based retail single-tenant and multi-tenant properties located in the U.S. Until September 12, 2023, we were managed by Global Net Lease Advisors, LLC (“Advisor”), who managed our day-to-day business with the assistance of our property manager, Global Net Lease Properties, LLC (“Property Manager”), who managed and leased our properties to third parties. Prior to September 12, 2023, the former Advisor and the Property Manager were under common control with AR Global Investments, LLC (“AR Global”), and these related parties had historically received compensation and fees for various services provided to us. On September 12, 2023, we also internalized our advisory and property management functions as well as the advisory and property management functions of RTL as a result of the Internalization Merger (defined below) in the quarter ended September 30, 2023.

Current wording

We are a real estate investment trust for United States (“U.S.”) federal income tax purposes (“REIT”) that focuses on acquiring and managing a global portfolio of strategically located commercial real estate properties.

Previous wording

As of September 30, 2024, we owned 1,223 properties consisting of 61.9 million rentable square feet, which were 96% leased, with a weighted-average remaining lease term of 6.3 years. Based on the percentage of annualized rental income on a straight-line basis as of September 30, 2024, approximately 80% of our properties were located in the U.S. and Canada and approximately 20% were located in Europe. In addition, as of September 30, 2024, our portfolio was comprised of 33% Industrial & Distribution properties, 27% Multi-Tenant retail properties, 22% Single Tenant retail properties and 18% Office properties. These represent our four reportable segments and the percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of September 30, 2024. The straight-line rent includes amounts for tenant concessions.

Current wording

As of March 31, 2025, we owned 1,045 properties consisting of 51.3 million rentable square feet, which were 95% leased, with a weighted-average remaining lease term of 6.3 years. Based on the percentage of annualized rental income on a straight-line basis as of March 31, 2025, approximately 76% of our properties were located in the U.S. and Canada and approximately 24% were located in Europe. In addition, as of March 31, 2025, our portfolio was comprised of 40% Industrial & Distribution properties, 25% Retail (formerly known as “Single-Tenant Retail”) properties, 22% Office properties and 13% related to the remaining 41 properties in the Multi-Tenant Retail Portfolio that are expected to be sold in the second quarter of 2025 and are currently reported as part of discontinued operations (for additional information, see Note 3 —Multi-Tenant Retail Dispositionto our consolidated financial statements in this Quarterly Report on Form 10-Q). The percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of March 31, 2025. The straight-line rent includes amounts for tenant concessions.

Previous wording

Our portfolio is leased to primarily “Investment Grade” rated tenants in well established markets in the U.S. and Europe. A total of 60.5% of our rental income on an annualized straight-line basis for leases in place as of September 30, 2024 was derived from Investment Grade rated tenants, comprised of 31.8% leased to tenants with an actual investment grade rating and 28.7% 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 analytical tool, which generates an implied rating by measuring an entity’s probability of default. Ratings information is as of September 30, 2024.

Current wording

Our portfolio is leased to primarily “Investment Grade” rated tenants in well established markets in the U.S. and Europe. A total of 60.1% of our rental income on an annualized straight-line basis for leases in place as of March 31, 2025 was derived from Investment Grade rated tenants, comprised of 33.3% leased to tenants with an actual investment grade rating and 26.8% 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 analytical tool, which generates an implied rating by measuring an entity’s probability of default. Ratings information is as of March 31, 2025.

Previous wording

See Note 2 — Summary of Significant Accounting Policies — Recently Issued Accounting Pronouncementsto our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.

Current wording

See Note 2 — Basis of Presentation — Recently Issued Accounting Pronouncementsto our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.

Previous wording

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.

Current wording

In our Industrial & Distribution, 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.

Previous wording

Net loss attributable to common stockholders was $76.6 million for the three months ended September 30, 2024, as compared to $142.5 million for the three months ended September 30, 2023. 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.

Current wording

Net loss attributable to common stockholders was $200.3 million for the three months ended March 31, 2025, as compared to $34.7 million for the three months ended March 31, 2024. 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.

Previous wording

Consolidated revenue from tenants includes only 18 days of revenue attributable to properties acquired from RTL on the Acquisition Date in the September 30, 2023 period. Consolidated revenue from tenants, detailed by reportable segment, is as follows:

Current wording

Consolidated revenue from tenants, detailed by reportable segment, is as follows:

Previous wording

Revenue from tenants in our Office segment was $36.2 million and $38.8 million for the three months ended September 30, 2024 and 2023, respectively. The decrease in the third quarter of 2024 was primarily driven by disposals, partially offset by a full quarterly period of revenue in the third quarter of 2024 attributable to properties acquired from RTL on the Acquisition Date. The year-over-year change in foreign exchange rates had a minimal impact.

Current wording

Revenue from tenants in our Office segment was $37.4 million and $35.1 million for the three months ended March 31, 2025 and 2024, respectively. The increase in the first quarter of 2025 was primarily driven by higher revenue from properties owned in both periods of $5.3 million, partially offset by the loss of revenue of $3.0 million from dispositions. The loss of revenue from dispositions was primarily related to one property, which comprised approximately $2.6 million of the total decrease in revenue from dispositions. The year-over-year change in foreign exchange rates had a minimal impact.

Previous wording

Consolidated property operating expenses includes only 18 days of expenses attributable to properties acquired from RTL on the Acquisition Date in the September 30, 2023 period. Consolidated property operating expenses, detailed by reportable segment, is as follows:

Current wording

Consolidated property operating expenses, detailed by reportable segment, is as follows:

Previous wording

Property operating expenses in our Industrial & Distribution segment were $15.1 million and $10.1 million for the nine months ended September 30, 2024 and 2023, respectively. The increase was primarily due to the timing of our reimbursable costs and a full period of expenses in the nine months ended September 30, 2024 attributable to properties acquired from RTL on the Acquisition Date, with minimal impact from the year-over-year change in average foreign exchange rates during the nine months ended September 30, 2024, when compared to the same period last year.

Current wording

Property operating expenses in our Industrial & Distribution segment were $5.3 million and $4.6 million for the three months ended March 31, 2025 and 2024, respectively. The increase was due to higher costs of $1.1 million from properties owned in each period due to the timing of our reimbursable costs, partially offset by lower costs of $0.5 million from 2024 dispositions. There was minimal impact from the year-over-year change in average foreign exchange rates during the three months ended March 31, 2025, when compared to the same period last year.

Previous wording

During the nine months ended September 30, 2024, we determined that the fair values of 33 of our properties located in the U.S. (28 of which were acquired in the REIT Merger) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such properties, and as a result, we recorded an impairment charge of approximately $70.3 million. The majority of the impairment charges in the first nine months of 2024 were due to legacy GNL properties.

Current wording

During the three months ended March 31, 2025, we determined that 69 of our properties (68 located in the US and one located in the U.K.) 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 charge of approximately $60.3 million.

Previous wording

During the three months ended September 30, 2024, the Company determined that 21 of its properties located in the U.S. (19 of which were acquired in the REIT Merger) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such properties, and as a result, the Company recorded an impairment charge of approximately $38.6 million.

Current wording

During the three months ended March 31, 2024, we determined that the fair values of six of our properties located in the U.S. (all of which were acquired in the acquisition of the Necessity Retail REIT, Inc. (“RTL”) (the “REIT Merger”)) 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 charge of approximately $4.3 million.

Previous wording

General and administrative expenses were $44.0 million and $23.3 million for the nine months ended September 30, 2024 and 2023, respectively, and primarily consist of employee compensation/payroll expenses, professional fees including audit and taxation services, board member compensation and directors’ and officers’ liability insurance. The overall increase in general and administrative expenses was primarily due to a full period of expenses in the nine months ended September 30, 2024 from the internalization of our management functions (as discussed above).

Current wording

General and administrative expenses were $16.2 million and $14.7 million for the three months ended March 31, 2025 and 2024, respectively, primarily consisting of employee compensation/payroll expenses, professional fees including audit and taxation services, board member compensation and directors’ and officers’ liability insurance. The overall increase in general and administrative expenses was primarily due to higher professional and legal costs.

Previous wording

During the three months ended September 30, 2024 and 2023, we recognized equity-based compensation expense of $2.3 million and $10.4 million, respectively. Equity-based compensation in the quarter ended September 30, 2024 consisted of (i) amortization of restricted shares of Common Stock (“Restricted Shares”) granted to employees of 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 (after the Internalization) and our independent directors and; (iii) amortization expense related to performance stock units (“PSUs”) which were issued in October of 2023. Equity-based compensation for the quarter ended September 30, 2023 included amortization expense for Restricted Shares, RSUs and expense related to our multi-year outperformance agreement entered into with the former Advisor in June 2021 (the “2021 OPP”), which expired on September 11, 2023. The decrease in the third quarter of 2024 as compared to the prior year quarter was due to higher compensation expense recorded in the third quarter of 2023 as a result of an accelerated amortization expense due to a modification to the 2021 OPP (for additional information, see Note 13 — Equity-Based Compensation to our consolidated financial statements in this Quarterly Report on Form 10-Q).

Current wording

During the three months ended March 31, 2025 and 2024, we recognized equity-based compensation expense of $3.1 million and $2.0 million, respectively. Equity-based compensation in the quarter ended March 31, 2025 consisted of (i) amortization of restricted shares of 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 of our management functions in September 2023 (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”) issued in October of 2023 and January 2025. The period over period increase in expense was attributable to RSUs and PSUs granted in late 2024 and early 2025.

Previous wording

Gain (Loss) on Dispositions of Real Estate Investments

Current wording

(Loss) Gain on Dispositions of Real Estate Investments

Previous wording

During the nine months ended September 30, 2024, we sold 75 properties, 64 which were acquired in the REIT Merger, and recorded a net gain of $35.7 million. During the nine months ended September 30, 2023, we sold two properties, which were acquired in the REIT Merger, and recorded a net loss of $0.7 million

Current wording

During the three months ended March 31, 2024, we sold 19 properties in the U.S., 17 of which were acquired in the REIT Merger, and recorded a net gain of $5.9 million.

Previous wording

The increase in interest expense was also impacted by the year-over-year change in average foreign exchange rates during the three months ended September 30, 2024, when compared to the same period last year. As of September 30, 2024, approximately 11.0% of our total debt outstanding was denominated in EUR, 9.0% of our total debt outstanding was denominated in GBP and 1.0% was denominated in Canadian Dollars (“CAD”). As of September 30, 2023, approximately 10% of our total debt outstanding was denominated in EUR, 8% of our total debt outstanding was denominated in GBP and 1% was denominated in CAD.

Current wording

The decrease in interest expense was also impacted by the year-over-year change in average foreign exchange rates during the three months ended March 31, 2025, when compared to the same period last year. As of March 31, 2025, approximately 16% of our total debt outstanding was denominated in EUR and 1% was denominated in Canadian Dollars (“CAD”) (not including debt that will be assumed by the buyer in the Multi-Tenant Retail Disposition). As of March 31, 2024, approximately 10% of our total debt outstanding was denominated in EUR, 8% of our total debt outstanding was denominated in GBP and 1% was denominated in CAD.

Previous wording

We view a combination of secured and unsecured financing as an efficient and accretive means to acquire properties and manage working capital. As of September 30, 2024, approximately 48% of our total debt outstanding was secured and 52% was unsecured, the latter including amounts outstanding under our Revolving Credit Facility and Senior Notes. The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by us and compliance with various ratios related to those assets. Our interest expense in future periods will vary based on interest rates, the level of future borrowings, which will depend on refinancing needs and acquisition activity, and changes in currency exchange rates.

Current wording

The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by us and compliance with various ratios related to those assets. Our interest expense in future periods will vary based on interest rates, the level of future borrowings, which will depend on refinancing needs and acquisition activity, and changes in currency exchange rates.

Previous wording

The loss of $4.7 million on derivative instruments for the three months ended September 30, 2024 and the gain of $3.2 million on derivative instruments for the three months ended September 30, 2023, 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 the GBP and EUR compared to the USD. For the three months ended September 30, 2024, the loss on derivative instruments consisted of unrealized losses of $4.4 million and realized losses of $0.3 million. For the three months ended September 30, 2023, the gain on derivative instruments consisted of unrealized gains of $1.9 million and realized gains of $1.3 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).

Current wording

The loss of $3.9 million on derivative instruments for the three months ended March 31, 2025 and the gain of $1.6 million on derivative instruments for the three months ended March 31, 2024, 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 the GBP and EUR compared to the USD. For the three months ended March 31, 2025, the loss on derivative instruments consisted of unrealized losses of $3.3 million and realized gains of $0.6 million. For the three months ended March 31, 2024, the gain on derivative instruments consisted of unrealized gains of $1.3 million and realized gains of $0.3 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).

Previous wording

We did not record any income or loss on undesignated foreign currency advances and other hedge ineffectiveness during the quarters ended September 30, 2024 or September 30, 2023.

Current wording

We recorded losses of $6.4 million and gains of $1.0 million on undesignated foreign currency advances and other hedge ineffectiveness during the quarters ended March 31, 2025 and March 31, 2024, respectively, related to the accelerated reclassification of amounts in accumulated other comprehensive loss to earnings.

Previous wording

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 shareholders, 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 $1.3 million and $2.8 million for the three months ended September 30, 2024 and 2023, respectively.

Current wording

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 shareholders, 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 $3.3 million and $2.4 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Preferred stock dividends were $10.9 million for the three months ended September 30, 2024 and $6.3 million for the three months ended September 30, 2023. 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.

Current wording

Preferred stock dividends were $10.9 million for the three months ended March 31, 2025 and 2024. 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.

Previous wording

The level of cash flows provided by operating activities is driven by, among other things, rental income received, operating fees paid to related parties for asset and property management services (prior to the internalization of our advisory and property management functions) and interest payments on outstanding borrowings.

Current wording

The level of cash flows provided by operating activities is driven by, among other things, rental income received and interest payments on outstanding borrowings.

Previous wording

During the nine months ended September 30, 2024, net cash provided by operating activities was $224.7 million. Cash flows provided by operating activities during the nine months ended September 30, 2024 reflect net loss of $125.1 million, adjusted for non-cash items of $411.3 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, bad debt expense, unbilled straight-line rent (including the effect of adjustments due to rent deferrals), equity-based compensation, unrealized gains on foreign currency transactions, derivativesand other non-cash items). In addition, operating cash flow was impacted by lease incentive and commission payments of $0.8 million and a net decrease of $25.1 million in working capital items due to an increase in prepaid expenses and other assets of $14.0 million, a decrease in accounts payable and accrued expenses of $9.8 million and a decrease in prepaid rent of $1.4 million.

Current wording

During the three months ended March 31, 2025, net cash provided by operating activities was $59.2 million. Cash flows provided by operating activities during the three months ended March 31, 2025 reflect net loss of $189.4 million, adjusted for non-cash items of $178.5 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, unbilled straight-line rent, equity-based compensation, unrealized gains on foreign currency transactions, derivativesand other non-cash items). In addition, operating cash flow was impacted by lease incentive and commission payments of $1.9 million and a net decrease of $14.9 million in working capital items due to a decrease in prepaid expenses and other assets of $6.2 million, a decrease in accounts payable and accrued expenses of $16.5 million and a decrease in prepaid rent of $4.6 million.

Previous wording

During the nine months ended September 30, 2023, net cash provided by operating activities was $88.0 million. Cash flows provided by operating activities during the nine months ended September 30, 2023 reflect net loss of $163.3 million, adjusted for non-cash items of $241.1 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, bad debt expense, unbilled straight-line rent (including the effect of adjustments due to rent deferrals), equity-based compensation, unrealized gains on foreign currency transactions, derivatives and other non-cash items). In addition, operating cash flow was impacted by lease incentive and commission payments of $2.8 million and an increase of $11.8 million in working capital items due to an increase in prepaid expenses and other assets of $4.1 million, an increase in accounts payable and accrued expenses of $7.6 million and an increase in prepaid rent of $0.2 million.

Current wording

During the three months ended March 31, 2024, net cash provided by operating activities was $92.2 million. Cash flows provided by operating activities during the three months ended March 31, 2024 reflect net loss of $23.8 million, adjusted for non-cash items of $111.7 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, bad debt expense, unbilled straight-line rent (including the effect of adjustments due to rent deferrals), equity-based compensation, unrealized gains on foreign currency transactions, derivatives and other non-cash items). In addition, operating cash flow was impacted by lease incentive and commission payments of $0.4 million and an increase of $10.5 million in working capital items due to a decrease in prepaid expenses and other assets of $9.3 million, a decrease in accounts payable and accrued expenses of $0.2 million and an increase in prepaid rent of $1.3 million.

Previous wording

Net cash provided by investing activities during thenine months ended September 30, 2024 of $515.3 million consisted of net proceeds from dispositions of $547.6 million, partially offset by capital expenditures of $32.8 million.

Current wording

Net cash provided by investing activities during the three months ended March 31, 2024 of $35.2 million consisted of net proceeds from dispositions of $43.1 million, partially offset by capital expenditures of $8.0 million.

Previous wording

Net cash used in financing activities of $730.3 million during the nine months ended September 30, 2024 was a result of net payments of principal on mortgage notes payable of $275.2 million, net paydowns of borrowings under our Revolving Credit Facility of $192.4 million, dividends paid to common stockholders of $208.7 million, dividends paid to holders of our Series A Preferred Stock of $9.2 million, dividends paid to holders of our Series B Preferred Stock of $6.1 million, dividends paid to holders of our Series D Preferred Stock of $11.2 million, dividends paid to holders of our Series E Preferred Stock of

Current wording

Net cash used in financing activities of $975.6 million during the three months ended March 31, 2025 was a result of net paydowns of borrowings under our Revolving Credit Facility of $875.2 million, net payments of principal on mortgage notes payable of $6.2 million, $19.4 million of Common Stock repurchases, dividends paid to common stockholders of $63.9 million, dividends paid to holders of our Series A Preferred Stock of $3.1 million, dividends paid to holders of our Series B Preferred Stock of $2.0 million, dividends paid to holders of our Series D Preferred Stock of $3.7 million, dividends paid to holders of our Series E Preferred Stock of $2.1 million.

Previous wording

Net cash provided by financing activities of $537.0 million during the nine months ended September 30, 2023 was a result of net proceeds from borrowings under our Revolving Credit Facility of $949.9 million, partially offset by net payments of mortgage notes payable of $261.1 million (for additional information on Revolving Credit Facility activity, see the Liquidity and Capital Resources section below), dividends paid to common stockholders of $125.3 million, dividends paid to holders of our Series A Preferred Stock of $9.2 million, dividends paid to holders of our Series B Preferred Stock of $6.1 million, cash paid for financing costs of $6.8 million and distributions to non-controlling interest holders of $3.2 million.

Current wording

Net cash used in financing activities of $107.9 million during the three months ended March 31, 2024 was a result of net payments of principal on mortgage notes payable of $41.5 million, dividends paid to common stockholders of $81.7 million, dividends paid to holders of our Series A Preferred Stock of $3.1 million, dividends paid to holders of our Series B Preferred Stock of $2.0 million, dividends paid to holders of our Series D Preferred Stock of $3.7 million, dividends paid to holders of our Series E Preferred Stock of $2.1 million and cash paid for financing costs of $0.9 million. These cash outflows were partially offset by net proceeds from borrowings under our Revolving Credit Facility of $27.3 million

Previous wording

Our principal future needs for cash and cash equivalents include the purchase of additional properties or other investments, payment of related acquisition costs, improvement costs, operating and administrative expenses, repayment of certain debt obligations, which includes our continuing debt service obligations and dividends to holders of our Common Stock and Preferred Stock, as well as to any future class or series of preferred stock we may issue. As of September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $127.2 million and $121.6 million, respectively. See discussion above for how our cash flows from various sources impacted our cash.

Current wording

Our principal future needs for cash and cash equivalents include the purchase of additional properties or other investments, payment of related acquisition costs, improvement costs, operating and administrative expenses, repayment of certain debt obligations, which includes our continuing debt service obligations and dividends to holders of our Common Stock and Preferred Stock, as well as to any future class or series of preferred stock we may issue. As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $147.0 million and $159.7 million, respectively. See discussion above for how our cash flows from various sources impacted our cash.

Previous wording

Management expects that cash generated from operations, supplemented by our existing cash will be sufficient to fund, in the near term and long term, the payment of quarterly dividends to our common stockholders and holders of our Preferred Stock, as well as anticipated capital expenditures. During the nine months ended September 30, 2024, cash generated from operations covered 93% of our dividends paid. In addition, we plan on managing our leverage by using proceeds from strategic or opportunistic dispositions to reduce our debt pursuant to our previously announced 2024 strategic disposition plan, and we currently have entered into purchase and sale agreements (“PSAs”) and non-binding letters of intent (“LOIs”) totaling an aggregate of $371.4 million. The PSAs and LOIs are subject to conditions and there can be no assurance we will be able to complete these dispositions on their contemplated terms, or at all.

Current wording

Management expects that cash generated from operations, supplemented by our existing cash will be sufficient to fund, in the near term and long term, the payment of quarterly dividends to our common stockholders and holders of our Preferred Stock, as well as anticipated capital expenditures. During the three months ended March 31, 2025, cash generated from operations covered 79% of our dividends paid. In addition, we plan to continue to manage our leverage by using proceeds from dispositions to reduce our debt pursuant to our previously announced 2024 strategic disposition initiative, and we currently have entered into purchase and sale agreements (“PSAs”) and non-binding letters of intent (“LOIs”) totaling an aggregate of $188.8 million (excluding the remaining 41 properties to be sold in the Multi-Tenant Retail Disposition). The PSAs and LOIs are subject to conditions and there can be no assurance we will be able to complete these dispositions on their contemplated terms, or at all.

Previous wording

We did not acquire any properties during the three and nine months ended September 30, 2024.

Current wording

We did not acquire any properties during the three months ended March 31, 2025.

Previous wording

Subsequent to September 30, 2024, we disposed of 12 properties for an aggregate price of $10.0 million. In addition, we have signed definitive PSAs to dispose of 94 properties for a contract purchase price of $241.0 million and we have signed non-binding LOIs to dispose of 23 properties for an aggregate sale price of $130.5 million.

Current wording

Subsequent to March 31, 2025, we disposed of 46 properties for an aggregate price of $96.3 million. In addition, we have signed definitive PSAs to dispose of 75 properties for a contract purchase price of $181.4 million and we have signed non-binding LOIs to dispose of 3 properties for an aggregate sale price of $7.4 million.

Previous wording

We have an “at the market” equity offering program for our Series B Preferred Stock (the “Series B Preferred Stock ATM Program”) pursuant to which we may sell shares of Series B Preferred Stock, from time to time through our sales agents. In November 2022, we filed a new shelf registration statement and prospectus supplement covering the Series B Preferred Stock ATM Program having an aggregate offering amount of up to $170.0 million, prior to the expiration of our previous registration statement, which had an aggregate offering amount of up to $200.0 million. During the three months ended September 30, 2024, we did not sell any shares of Series B Preferred Stock through the Series B Preferred Stock ATM Program.

Current wording

We have an “at the market” equity offering program (the “Common Stock ATM Program”) pursuant to which we may sell shares of Common Stock, from time, to time through our sales agents having an aggregate offering amount of up to $285.0 million, and we have an “at the market” equity offering program for our Series B Preferred Stock (the “Series B Preferred Stock ATM Program”) pursuant to which we may sell shares of Series B Preferred Stock, from time to time, through our sales agents having an aggregate offering amount of up to $170.0 million. During the three months ended March 31, 2025, we did not sell any shares of Common Stock through the Common Stock ATM Program or any shares of Series B Preferred Stock through the Series B Preferred Stock ATM Program. See Note 10— Stockholders’ Equity our consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion on our ATM programs.

Previous wording

As of September 30, 2024 and December 31, 2023, we had total gross debt outstanding of $5.0 billion, and $5.4 million, respectively, bearing interest at weighted-average interest rates per annum equal to 4.8% and 4.8%, respectively.

Current wording

As of March 31, 2025 and December 31, 2024, we had total gross debt outstanding of $3.9 billion ($3.4 billion not including two mortgages classified in discontinued operations, see - “Mortgage Notes Payable” below), and $4.7 billion ($4.2 billion not including two mortgages classified in discontinued operations), respectively, bearing interest at weighted-average interest rates per annum equal to 4.4% (4.2% not including two mortgages classified in discontinued operations) and 4.8%, respectively.

Previous wording

As of September 30, 2024, 91% of our total debt outstanding either bore interest at fixed rates, or was swapped to a fixed rate, which bore interest at a weighted average interest rate of 4.7% per annum. As of September 30, 2024, 9% of our total debt outstanding was variable-rate debt, which bore interest at a weighted average interest rate of 6.3% per annum. The total gross carrying value of unencumbered assets as of September 30, 2024 was $4.67 billion, of which approximately $4.64 billion was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility and therefore is not currently available to serve as collateral for future borrowings.

Current wording

As of March 31, 2025, 92% (91% not including debt that will be assumed by the buyer in the Multi-Tenant Retail Disposition) of our total debt outstanding either bore interest at fixed rates, or was swapped to a fixed rate, which bore interest at a weighted average interest rate of 4.4% per annum (4.2% per annum not including debt that will be assumed by the buyer in the Multi-Tenant Retail Disposition). As of March 31, 2025, 8% (9% not including debt that will be assumed by the buyer in the Multi-Tenant Retail Disposition) of our total debt outstanding was variable-rate debt, which bore interest at a weighted average interest rate of 4.9% per annum. The total gross carrying value of unencumbered assets as of March 31, 2025 was $3.45 billion, of which approximately $3.42 billion was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility and therefore is not currently available to serve as collateral for future borrowings.

Previous wording

Our debt leverage ratio was 64.0% and 65.0% (total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase) as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, the weighted-average maturity of our indebtedness was 3.2 years. We believe we have the ability to service our debt obligations as they come due.

Current wording

Our debt leverage ratio was 62.3% and 63.8%, which includes the debt that will be assumed by the buyer in the Multi-Tenant Retail Disposition (total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase) as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, the weighted-average maturity of our indebtedness was 3.2 years (2.7 years not including debt that will be assumed by the buyer in the Multi-Tenant Retail Disposition). We believe we have the ability to service our debt obligations as they come due.

Previous wording

As noted above, we plan on managing our leverage by using proceeds from strategic or opportunistic dispositions to reduce our debt, and we currently have entered into PSAs and LOIs totaling an aggregate of $371.4 million.

Current wording

As noted above, we continue to manage our leverage by using proceeds from the Multi-Tenant Retail Disposition and other dispositions to reduce our debt, and we currently have entered into PSAs and LOIs totaling an aggregate of $188.8 million.

Previous wording

In connection with the REIT Merger, we assumed and became a guarantor under RTL’s $500.0 million aggregate principal, 4.50% Senior Notes due 2028 (the “4.50% Senior Notes”), pursuant to a supplemental indenture governing the 4.50% Senior Notes. Both the 4.50% Senior Notes and the 3.75% Senior Notes do not require any principal payments prior to maturity. As of September 30, 2024, the carrying amount of the outstanding Senior Notes on our balance sheets totaled $900.9 million which is net of $99.1 million of deferred financing costs and discounts, and as of December 31, 2023 the carrying amount of the outstanding Senior Notes on our balance sheets totaled $886.0 million, which is net of $114.0 million of deferred financing costs. See Note 7 — Senior Notes, Net to our consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion on the Senior Notes and related covenants.

Current wording

Both the 3.75% and the 4.50% Senior Notes do not require any principal payments prior to maturity. As of March 31, 2025, the carrying amount of the 3.75% and the 4.50% Senior Notes on our balance sheets totaled $911.4 million in the aggregate, which is net of $88.6 million of deferred financing costs and discounts, and as of December 31, 2024 the carrying amount on our balance sheets totaled $906.1 million in the aggregate, which is net of $93.9 million of deferred financing costs. See Note 7 — Senior Notes, Net to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.