Global Net Lease, Inc.

Note 3 —Multi-Tenant Retail Disposition

On March 25, 2025, the Company completed the First Closing with RCG pursuant to the Multi-Tenant Retail PSA. Approximately $1.067 billion (the “First Closing Contract Sale Price”) of the approximately $1.780 billion contract sale price for the Multi-Tenant Retail Portfolio related to the 59 properties sold in the First Closing. The First Closing Contract Sale Price is subject to various adjustments, some of which pertain to leases that the Company has negotiated, which were not finalized as of the signing of the Multi-Tenant Retail PSA or as of the First Closing. As a result of the First Closing, the Company recorded a loss on sale of approximately $85.2 million which is recorded in loss from discontinued operations in the Company’s consolidated statement of operations for the three months ended March 31, 2025.

The Multi-Tenant Retail Disposition is expected to close in two additional phases during the second quarter of 2025, comprised of: (a)12 properties secured by a $210.0 million mortgage from Société Générale and UBS AG, and (b)29 properties secured by a $260.0 million mortgage from Barclays Capital Real Estate Inc., Société Générale, KeyBank and Bank of Montreal. The closing of these remaining 41 properties in the Multi-Tenant Retail Portfolio (the “Properties To Be Sold”) is subject to a number of customary conditions, including, but not limited to, the consent of certain of the Company’s existing lenders (noted above) for RCG to assume the debt secured by the Properties To Be Sold.

Discontinued Operations

As described in more detail in Note 2 —Basis of Presentation, entry into the Multi-Tenant Retail PSA represented a strategic shift in the Company’s business which met the held-for-sale and discontinued operations accounting criteria as of March 31, 2025. In connection with this transaction, the Company recorded a receivable for the expected consideration (the “Multi-Tenant Disposition Receivable”) to be received by the Company from RCG for leases in process at the time of, and specifically related to the properties sold in the First Closing (see the “Multi-Tenant Disposition Receivable, Net”section below for additional information).

The following table presents the assets and liabilities associated with the Multi-Tenant Retail Portfolio. As of December 31, 2024, this includes all assets and liabilities associated with the entire Multi-Tenant Retail Disposition. As of March 31, 2025, this includes the assets and liabilities with respect to the properties to be sold in the second and third closings, which have not yet occurred as of the date of this Quarterly Report on Form 10-Q.

The operating results of the Multi-Tenant Retail Portfolio were as follows:

(1) Includes a full period of results for the Properties To Be Sold and includes the results of the 59 properties, included in the First Closing through March 25, 2025.

(2) Interest expense is comprised of interest on the Company’s Revolving Credit Facility (as defined in Note 6 — Revolving Credit Facility) and interest from the two mortgages that will be assumed by the buyer of the Multi-Tenant Retail Portfolio. The Company calculated interest expense consistently in both periods and, for the Revolving Credit Facility, used the amount of the Revolving Credit Facility that would have been required to be paid back upon removal of the Multi-Tenant Retail Portfolio from the borrowing base, multiplied by the weighted-average interest rate of the Revolving Credit Facility.

The cash flows related to the Multi-Tenant Retail Portfolio have not been segregated and are included in the consolidated statements of cash flows. The following table presents certain cash flow information for the Multi-Tenant Retail Portfolio:

Multi-Tenant Disposition Receivable, Net

At the time of the First Closing, the Company recorded the Multi-Tenant Disposition Receivable. As part of the portfolio sold, there are leases that had not yet commenced at the time of the First Closing. As part of the transaction, the Company agreed to receive proceeds attributed to each of those leases when the respective tenants move into their space.

This receivable balance of $108.7 million as of March 31, 2025 was recorded at fair value and is comprised of a gross receivable of $132.7 million and a net adjustment to fair value of $24.0 million. In calculating the fair value, the Company applied probability weighting, using a range of probabilities from 75% to 98% for the likelihood of the tenants moving to open and operating status and in addition applied a discount rate of 9.50%. This receivable is classified as Level 3 of the fair value hierarchy due to the use of unobservable inputs (see Note 8 — Fair Value of Financial Instruments for additional information) and it represents the full potential amount to be received less the fair value of the embedded derivative ascribed to the potential variability of these commencements. This feature will be marked to market each period with changes in value being recorded through earnings. In the first quarter of 2025, the Company resolved contingencies associated with potential commencements for certain leases. As a result, in the first quarter of 2025, the Company adjusted the fair value of the embedded derivative to account for those resolutions, which represented a change of $2.0 million of income and is presented in the (loss) gain on derivative instruments line item of the consolidated statement of operations.

Goodwill

The Company evaluates goodwill for impairment at least annually or upon the occurrence of a triggering event. The Company performed its annual impairment evaluation during the fourth quarter of 2024 to determine whether it was more likely than not that the fair value of each of its reporting units was less than their carrying value. For purposes of this assessment, an operating segment is a reporting unit. Based on this assessment, the Company determined thatno goodwill was impaired as of December 31, 2024.

The First Closing of the Multi-tenant Retail Disposition was considered a triggering event, requiring the Company to perform a reassessment of the Multi-Tenant Retail segment’s goodwill as of March 31, 2025 since all of the segment’s properties (with the exception ofone) are expected to be sold by the end of the second quarter of 2025 as part of the Multi-tenant Retail Disposition. Based on this assessment, the Company determined that goodwill was impaired and recorded an impairment charge of $7.1 million in the three months ended March 31, 2025, which represents a write off of the entire segment’s goodwill.

Note 4 —Real Estate Investments, Net

Property Acquisitions

The Company did not acquire any properties during the three months ended March 31, 2025 or 2024.

Acquired Intangible Lease Assets and Liabilities

The Company allocates a portion of the fair value of real estate acquired to identified intangible assets and liabilities, consisting of the value of origination costs (tenant improvements, leasing commissions, and legal and marketing costs), the value of above-market and below-market leases, and the value of tenant relationships, if applicable, based in each case on their relative fair values. The Company periodically assesses whether there are any indicators that the value of the intangible assets may be impaired by performing a net present value analysis of future cash flows, discounted for the inherent risk associated with each investment. The Company recorded $9.0 million of impairment charges on its acquired intangible assets and liabilities during the three months ended March 31, 2025 and didnot record any impairment charges on its acquired intangible assets and liabilities during the three months ended March 31, 2024.

Impairment Charges

The Company recorded aggregate impairment charges of approximately $60.3 million during the three months ended March 31, 2025, and recorded impairment charges of approximately $4.3 million during the three months ended March 31, 2024.

•During the three months ended March 31, 2025, the Company determined that 69 of its properties (68 located in the US andone 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 of such properties less selling costs, and as a result, the Company recorded an impairment charge of approximately $60.3 million.

•During the three months ended March 31, 2024, the Company determined thatsix of its properties located in the U.S. had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such properties less selling costs, and as a result, the Company recorded an impairment charge of approximately $4.3 million.

Real Estate Assets and Liabilities Held for Sale

When assets and liabilities are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets and liabilities classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets and liabilities.

As of March 31, 2025, the Company evaluated its real estate assets and liabilities for held for sale classification and determined that 109 properties qualified for held for sale treatment, not including those properties in the Multi-Tenant Portfolio. Because these assets and liabilities are considered held for sale, the operating results remain classified within continuing operations for all periods presented.

The following table details the major classes of the real estate assets and liabilities associated with the property that the Company determined to be classified as held for sale (excluding those properties in the Multi-Tenant Portfolio) as of March 31, 2025 and December 31, 2024.

Real Estate Dispositions (Not Including the First Closing of the Multi-Tenant Retail Disposition)

During the three months ended March 31, 2025, the Company sold 16 properties (one Industrial and Distribution property,13 Retail properties andtwo Office properties), not including the properties sold in the First Closing of the Multi-Tenant Retail Disposition (see Note 3 —Multi-Tenant Retail Dispositionfor additional information). As a result, the Company recorded a net loss from the sale of properties of $1.7 million (not including the First Closing of the Multi-Tenant Retail Disposition), which is recorded in continuing operations, during the three months ended March 31, 2025. During the three months ended March 31, 2024, the Company sold 19 properties, and recorded a net gain of $5.9 million during the three months ended March 31, 2024.

Significant Tenants

There were no tenants whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all properties as of March 31, 2025 and December 31, 2024. The termination, delinquency or non-renewal of leases by any major tenant may have a material adverse effect on revenues.

Geographic Concentration

The following table lists the countries where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10.0% of consolidated annualized rental income on a straight-line basis as of March 31, 2025 and December 31, 2024. No U.S. state had a concentration over 10% as of March 31, 2025 and December 31, 2024.

Note 5 —Mortgage Notes Payable, Net

Mortgage notes payable, net as of March 31, 2025 and December 31, 2024 consisted of the following:

(1)Amounts borrowed in local currency are translated at the spot rate in effect at the applicable reporting date.

(2)The borrowers’ (wholly-owned subsidiaries of the Company) financial statements are included within the Company’s consolidated financial statements, however, the borrowers’ assets and credit are only available to pay the debts of the borrowers and their liabilities constitute obligations of the borrowers.

(3)The Company determines an anticipated repayment date when the terms of a debt obligation provide for earlier repayment than the legal maturity and when the Company expects to repay such debt obligations earlier due to factors such as elevated interest rates or additional principal payment requirements.

(4)80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. Variable portion is approximately 1.4% plus 3-month Euribor and reflects the Euribor rate in effect as of March 31, 2025. This loan was extended from its original maturity date of February 2024 to February 2029.

(5)These mortgages are classified within discontinued operations (see Note 3 —Multi-Tenant Retail Disposition for additional information).

(6)Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or paid down before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.

The following table presents future scheduled aggregate principal payments on the Company’s gross mortgage notes payable over the next four calendar years and thereafter as of March 31, 2025:

(1)Assumes exchange rates of £1.00 to $1.29 for British Pounds Sterling (“GBP”) and €1.00 to $1.08 for Euros (“EUR”) as of March 31, 2025 for illustrative purposes, as applicable.

(2)Does not include (a) a mortgage for 12 properties secured by a $210.0 million mortgage from Société Générale and UBS AG, and (b) a mortgage for 29 properties secured by a $260.0 million mortgage from Barclays Capital Real Estate Inc., Société Générale, KeyBank and Bank of Montreal, maturing on January 2028 and September 2033, respectively. These mortgages are classified as part of discontinued operations related to the Multi-Tenant Retail Disposition.

The total gross carrying value of the Company’s unencumbered assets as of March 31, 2025 was $3.45 billion, and approximately $3.42 billion of this amount was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility (as defined in Note 6 — Revolving Credit Facility) and therefore is not currently available to serve as collateral for future borrowings.

Mortgage Covenants

As of March 31, 2025, the Company was in compliance with all property-level debt covenants with the exception of four property-level debt instruments. For those four property-level debt instruments, the Company either (a) implemented a cure to the underlying noncompliance trigger by providing a letter of credit, or (b) permitted excess net cash flow after debt service from the impacted properties to become restricted, in each case in accordance with the terms of the applicable debt instrument. Each letter of credit, for so long as it is outstanding, represents a dollar-for-dollar reduction to availability for future borrowings under the Company’s Revolving Credit Facility. While the restricted cash cannot not be used for general corporate purposes, it is available to fund operations of the underlying assets. These matters did not have a material impact on the Company’s liquidity or its ability to operate the impacted assets.

Note 6 —Revolving Credit Facility

The table below details the outstanding balances as of March 31, 2025 and December 31, 2024 under the credit agreement with KeyBank National Association, as agent, and the other lenders party thereto which was originally entered into on July 24, 2017 and has been amended from time to time (the “Credit Agreement”). The Credit Agreement consists solely of the senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”). The aggregate total commitments under the Revolving Credit Facility are $1.95 billion and the sublimits for letters of credit and swing loans are $75.0 million.

On March 28, 2025, the Company amended the Credit Agreement to allow the Company to repurchase shares of its Common Stock not to exceed $300.0 million in the aggregate pursuant to any stock buyback program authorized by the Board (see Note 10 — Stockholders’ Equity for additional information on Common Stock repurchases). This amendment to the Credit Facility also lowered the minimum tangible net worth covenant as a result of the Multi-Tenant Retail Disposition.

(1) Assumes exchange rates of £1.00 to $1.29 for GBP, €1.00 to $1.08 for EUR and $1.00 Canadian Dollar (“CAD”) to $0.70 as of March 31, 2025 for illustrative purposes, as applicable.

(2) Assumes exchange rates of £1.00 to $1.25 for GBP , €1.00 to $1.04 for EUR and $1.00 CAD to $0.70 as of December 31, 2024 for illustrative purposes, as applicable.

(3) The USD portion of the Revolving Credit Facility is 100% variable and, as of March 31, 2025, had a weighted-average effective interest rate of 6.2%.

(4) The GBP portion of the Revolving Credit Facility was paid off with proceeds received at the First Closing of the Multi-Tenant Retail Disposition.

(5) The EUR portion of Revolving Credit Facility is 59.2% fixed via swaps and, as of March 31, 2025, had a weighted-average effective interest rate of 4.2% after giving effect to interest rate swaps in place.

(6) The CAD portion of Revolving Credit Facility is 100% variable and, as of March 31, 2025, had a weighted-average effective interest rate of 5.0%.

Credit Agreement — Terms

The Revolving Credit Facility requires payments of interest only prior to maturity. Borrowings under the Revolving Credit Facility bear interest at a variable rate per annum based on an applicable margin that varies based on the ratio of consolidated total indebtedness to consolidated total asset value of the Company and its subsidiaries plus either (i) the Base Rate (as defined in the Credit Agreement) or (ii) the applicable Benchmark Rate (as defined in the Credit Agreement) for the currency being borrowed. The applicable interest rate margin is based on a range from 0.30% to 0.90% per annum with respect to Base Rate borrowings under the Revolving Credit Facility and 1.30% to 1.90% per annum with respect to Benchmark Rate borrowings under the Revolving Credit Facility. For Benchmark Rate Loans denominated in Dollars that bear interest calculated by reference to Term SOFR, there is an additional spread adjustment depending on the length of the interest period. In addition, (i) if the Company achieves an investment grade credit rating from at least two rating agencies, the OP can elect for the spread to be based on the credit rating of the Company, and (ii) the “floor” on the applicable Benchmark is 0%. As of March 31, 2025, the Revolving Credit Facility had a weighted-average effective interest rate of 4.4% after giving effect to interest rate swaps in place.

The Revolving Credit Facility matures on October 8, 2026, subject to the Company’s option, subject to customary conditions, to extend the maturity date by up totwo additionalsix-month terms. Borrowings under the Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to customary breakage costs associated with borrowings for the applicable Benchmark Rate.

The Revolving Credit Facility requires the Company through the OP to pay an unused fee per annum of 0.25% of the unused balance of the Revolving Credit Facility if the unused balance exceeds or is equal to 50% of the total commitment or a fee per annum of 0.15% of the unused balance of the Revolving Credit Facility if the unused balance is less than 50% of the total commitment. From and after the time the Company obtains an investment grade credit rating, the unused fee will be replaced with a facility fee based on the total commitment under the Revolving Credit Facility multiplied by 0.30%, decreasing as the Company’s credit rating increases.

The Revolving Credit Facility is supported by a pool of eligible unencumbered properties that are owned by the subsidiaries of the OP that serve as guarantors. The availability of borrowings under the Revolving Credit Facility continues to be based on the value of a pool of eligible unencumbered real estate assets owned by the Company or its subsidiaries and compliance with various ratios related to those assets. As of March 31, 2025, approximately $352.0 million was available for future borrowings under the Revolving Credit Facility. Any future borrowings may, at the option of the Company, be denominated in USD, EUR, CAD, GBP, Norwegian Krone, Swedish Krona and Swiss Francs provided that the total principal amount of non-USD loans cannot exceed the sum of the total revolving commitments minus $100.0 million. Amounts borrowed may not, however, be converted to, or repaid in, another currency once borrowed.

The Credit Facility contains events of default relating to customary matters, including, among other things, payment defaults, covenant defaults, breaches of representations and warranties, events of default under other material indebtedness, material judgments, bankruptcy events and change of control events, such as certain changes to the composition of the board of directors (the “Board”) and management. Upon the occurrence of an event of default, a majority of the lenders have the right to accelerate the payment on any outstanding borrowings and other obligations.

The Company, through the OP, may reduce the amount committed under the Revolving Credit Facility and repay outstanding borrowings under the Revolving Credit Facility, in whole or in part, at any time without premium or penalty, other than customary “breakage” costs payable on index borrowings. Upon an event of a default, lenders have the right to terminate their obligations under the Revolving Credit Facility agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Credit Agreement contains various customary operating covenants, including covenants restricting, among other things, restricted payments, including dividends (see below) and on share repurchases (subject to certain exceptions as described above), the incurrence of liens, the types of investments the Company may make, fundamental changes, agreements with affiliates and changes in nature of business. The Credit Agreement also contains financial maintenance covenants with respect to maximum leverage, minimum fixed charge coverage, maximum secured leverage, maximum secured recourse debt, minimum tangible net worth, maximum unencumbered leverage and unencumbered debt service coverage. As of March 31, 2025, the Company was in compliance with all covenants under the Credit Agreement.

Under the terms of the Credit Agreement, the Company may not pay distributions, including cash dividends payable with respect to Common Stock, the Company’s 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), its 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock $0.01 par value per share

(“Series B Preferred Stock”), its Series D Preferred Stock, its Series E Preferred Stock, or any other class or series of stock the Company may issue in the future, or redeem or otherwise repurchase shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or any other class or series of stock the Company may issue in the future that exceed 100% of the Company’s Adjusted FFO, as defined in the Credit Agreement (which is different from AFFO disclosed in this Quarterly Report on Form 10-Q) for any period of four consecutive fiscal quarters, except in limited circumstances, including that for one fiscal quarter in each calendar year, the Company may pay cash dividends and other distributions, and make redemptions and other repurchases in an aggregate amount equal to no more than 105% of its Adjusted FFO. However, notwithstanding the preceding sentence, the Company is permitted to make restricted payments (including the making of distributions and share repurchases) in an amount required to be paid by the Company in order for it to (x) maintain its REIT status for federal and state income tax purposes and (y) avoid the payment of federal and state income or excise tax. During a payment or bankruptcy event of default, restricted payments by the Company will only be permitted up to the minimum amount needed to maintain the Company’s status as a REIT for federal and state income tax purposes. From and after the time the Company obtains and continues to maintain an investment grade rating, the limitation on distributions discussed above will not be applicable.

The Company’s ability to comply with the restrictions on the payment of distributions in the Credit Agreement depends on its ability to generate sufficient cash flows that in the applicable periods exceed the level of Adjusted FFO required by these restrictions. If the Company is not able to generate the necessary level of Adjusted FFO, the Company will have to reduce the amount of dividends paid on the common and the preferred stock or consider other actions. Alternatively, the Company could elect to pay a portion of its dividends on the Common Stock in additional shares of Common Stock if approved by the Board.

The Company and certain subsidiaries of the OP acting as guarantors (the “Guarantors”) have guaranteed, and any wholly owned eligible direct or indirect subsidiary of the OP that directly or indirectly owns or leases a real estate asset added to the pool of eligible unencumbered properties required to be maintained under the Credit Agreement is required to guarantee, the OP’s obligations under the Revolving Credit Facility. The Guarantors guaranteed the OP’s obligations under the Revolving Credit Facility pursuant to one or more guarantees (collectively, the “Guaranty”) and a related contribution agreement which governs contribution rights of the Guarantors in the event any amounts become payable under the Guaranty. For any Guarantor subsidiary of the OP, the Guaranty will be released if the Company achieves an investment grade credit rating from at least one rating agency, but will again be required (i) if the Company loses its investment grade credit rating, or (ii) with respect to any Guarantor subsidiary of the Company, for so long as the subsidiary is the primary obligor under or provides a guaranty to any holder of unsecured indebtedness.