Global Net Lease, Inc.
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 25, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 8. Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Global Net Lease, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Global Net Lease, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive loss, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Reporting on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment Assessments of Real Estate Investments
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s total real estate investments, at cost was $4.8 billion as of December 31, 2025. The Company recorded impairment charges of $157.5 million related to real estate investments for the year ended December 31, 2025. Management assesses each of the Company’s real estate properties for indicators of impairment quarterly or when circumstances indicate that the property may be impaired. When indicators of potential impairment are present that suggest that the carrying amounts may not be recoverable, management assesses the recoverability by determining whether the carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition over an estimated hold period of ten years in most cases. If management believes there is a significant possibility that the Company might dispose of the assets earlier, management assesses the recoverability using a probability weighted analysis of the estimated undiscounted future cash flows over the various possible holding periods. If a recoverability assessment indicates that the carrying value of the real estate investment is not recoverable from the estimated undiscounted future cash flows, management will record an impairment to the extent that the carrying value of the property exceeds its estimated fair value. Management’s estimation of undiscounted future cash flows is subjective and is based on various assumptions, including but not limited to, market rental rates, capitalization rates, and hold periods.
The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments is a critical audit matter are (i) the significant judgment by management when developing the estimated undiscounted future cash flows of the real estate investments; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to market rental rates, capitalization rates, and hold periods used in developing the estimated undiscounted future cash flows; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessments of real estate investments, including controls over the development of the estimated undiscounted future cash flows. These procedures also included, among others, (i) testing management’s process for developing the estimated undiscounted future cash flows of the real estate investments; (ii) evaluating the appropriateness of the method used by management; (iii) testing the completeness and accuracy of the underlying data used in developing the estimated undiscounted future cash flows; and (iv) evaluating the reasonableness of the significant assumptions used by management related to market rental rates, capitalization rates, and hold periods used in developing the estimated undiscounted future cash flows. Evaluating the reasonableness of the significant assumptions used by management involved considering (i) the consistency with external market and industry data and (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the method used by management in developing the estimated undiscounted future cash flows and (ii) the reasonableness of the market rental rate and capitalization rate assumptions.
Valuation of the Multi-Tenant Disposition Receivable, Net
As described in Notes 2 and 3 to the consolidated financial statements, the multi-tenant disposition receivable, net recorded for the expected consideration to be received in connection with the disposition of the multi-tenant retail portfolio was $27.9 million as of December 31, 2025. As part of the portfolio sold, there are leases that had not yet commenced at the time of the sales, and the Company agreed to receive proceeds attributed to each of those leases when the respective tenants move to open and operating status. The multi-tenant disposition receivable, net was recorded at fair value and classified as Level 3 in the fair value hierarchy. In calculating the fair value, management’s methodology applied probability weighting, using a range of probabilities, relating to the likelihood of the tenants moving to open and operating status, and a discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of the multi-tenant disposition receivable, net is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the multi-tenant disposition receivable, net; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the probability weighting of the likelihood of the tenant moving to open and operating status and the discount rate.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of the multi-tenant disposition receivable, net, including controls over the significant assumptions related to the probability weighting of the likelihood of the tenant moving to open and operating status and the discount rate. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the multi-tenant disposition receivable, net; (ii) evaluating the appropriateness of management’s fair value methodology; (iii) testing the completeness and accuracy of the underlying data used in developing the fair value estimate of the multi-tenant disposition receivable, net; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the probability weighting of the likelihood of the tenant moving to open and operating status and the discount rate. Evaluating the reasonableness of the significant assumptions used by management involved considering the consistency with (i) internal historical and industry data and (ii) evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP
New York, New York
February 25, 2026
We have served as the Company’s auditor since 2015.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.