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Global Net Lease, Inc.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

GNL$6.85-3.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001628280-26-053396

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001628280-26-070177

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 212 previous paragraphs and 215 current paragraphs.

111 unchanged; 83 reworded; 16 added; 14 removed; 4 previous and 5 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

Also, pursuant to the Merger Agreement, we adopted an amendment (such amendment, the “OP Agreement Amendment”), to the OP’s Second Amended and Restated Agreement of Limited Partnership, originally dated June 2, 2015 (as amended, the “OP Agreement”), to, among other things, (i) require the general partner to use commercially reasonable efforts in certain transactions to avoid causing limited partners to recognize gain for federal income tax purposes, and (ii) grant the OP the right, but not the obligation, to redeem any or all outstanding OP Units at certain redemption amounts in the form of cash or Common Stock, at our election, provided, that the redemption of any OpCo Merger Consideration OP Units pursuant to such call right shall be made in the form of Common Stock.

Current report

(1)Prior period amounts in the Industrial & Distribution segment and Office segment reflect the reclassification of three tenants from the Office segment to the Industrial & Distribution segment to conform to the current year presentation based on a re-evaluation of the property type.

Current report

(1)Prior period amounts in the Industrial & Distribution segment and Office segment reflect the reclassification of three tenants from the Office segment to the Industrial & Distribution segment to conform to the current year presentation based on a re-evaluation of the property type.

Current report

Property operating expenses in our Retail segment were $3.7 million and $4.1 million for the three months ended September 30, 2026 and 2025, respectively. The decrease was primarily due to dispositions and there was minimal impact from the year-over-year change in average exchange rates during the three months ended September 30, 2026, when compared to the same period last year.

Current report

The loss on extinguishment of debt was $0.2 million and $4.1 million during the quarters ended September 30, 2026 and September 30, 2025, respectively. The loss on extinguishment of debt during the third quarter of 2025 primarily related to the accelerated amortization of deferred financing costs related to the termination of our credit agreement that was in place prior to entering into our new credit agreement in August 2025.

Current report

We recorded gains of $2.6 million and $31,000 on undesignated foreign currency advances and other hedge ineffectiveness during the quarters ended September 30, 2026 and 2025, respectively, due to currency changes on the undesignated excess foreign currency advances over the related net investments.

Current report

Comparison of the Nine Months Ended September 30, 2026 and 2025

Current report

(1)Prior period amounts in the Industrial & Distribution segment and Office segment reflect the reclassification of three tenants from the Office segment to the Industrial & Distribution segment to conform to the current year presentation based on a re-evaluation of the property type.

Current report

(1)Prior period amounts in the Industrial & Distribution segment and Office segment reflect the reclassification of three tenants from the Office segment to the Industrial & Distribution segment to conform to the current year presentation based on a re-evaluation of the property type.

Current report

Acquisitions and Dispositions — Nine Months Ended September 30, 2026

Current report

During the three and nine months ended September 30, 2026, we acquired 41 properties, of which 40 were acquired in the Merger, which is being accounted for as a business combination (for additional information on the Merger, see Note 1 — Organization and Note 4 — Real Estate Investments, Net to our consolidated financial statements included in this Quarterly Report on Form 10-Q). The remaining property was acquired from a separate seller and is being accounted for as an asset acquisition.

Current report

For the three months ended September 30, 2025, the gain on derivative instruments was $2.3 million, which consisted of unrealized gains of $3.4 million and realized losses of $1.1 million. For the nine months ended September 30, 2025, the loss on derivative instruments was $10.4 million, which consisted of unrealized losses of $7.1 million and realized losses of $3.3 million.
Removed paragraphs (14)

Previous report

The Merger Agreement contains customary covenants, representations, and warranties, as well as certain customary termination rights for us and Modiv, in each case, as more fully described in the Merger Agreement.

Previous report

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

Previous report

Completion of the Mergers, which is expected in the third quarter of 2026, is subject to customary closing conditions, including the approval of Modiv stockholders. No approval of the Company’s stockholders will be required in connection with the Mergers.

Previous report

During the three months ended June 30, 2026, we sold 11 properties (three Industrial & Distribution properties, six Retail properties and two Office properties) and recorded a net gain of $23.3 million.

Previous report

We recorded a gain of $1.8 million and a loss of $6.3 million on undesignated foreign currency advances and other hedge ineffectiveness during the quarters ended June 30, 2026 and 2025, related to the accelerated reclassification of amounts in accumulated other comprehensive income to earnings.

Previous report

Property operating expenses in our Industrial & Distribution segment were $10.9 million and $9.5 million for the six months ended June 30, 2026 and 2025, respectively. Lower costs of $1.3 million from dispositions were offset by higher costs of $2.7 million from other properties due to the timing of our reimbursable costs. There was minimal impact from the year-over-year change in average foreign exchange rates during the six months ended June 30, 2026, when compared to the same period last year.

Previous report

Acquisitions and Dispositions — Six Months Ended June 30, 2026

Previous report

We did not acquire any properties during the three and six months ended June 30, 2026.

Previous report

For the three months ended June 30, 2025, the loss on derivative instruments was $8.8 million, which consisted of unrealized losses of $7.2 million and realized losses of $1.6 million. For the six months ended June 30, 2025, the loss on derivative instruments was $12.7 million, which consisted of unrealized losses of $10.5 million and realized losses of $2.2 million.
Reworded paragraphs (83)

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

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

Previous wording

As of June 30, 2026, we owned 798 properties consisting of 39.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 5.7 years. Based on the percentage of annualized rental income on a straight-line basis as of June 30, 2026, approximately 74% of our properties were located in the U.S. and Canada and approximately 26% were located in Europe. In addition, as of June 30, 2026, our portfolio was comprised of 47% Industrial & Distribution properties, 28% Retail properties and 25% Office properties. The percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of June 30, 2026. The straight-line rent includes amounts for tenant concessions.

Current wording

As of September 30, 2026, we owned 835 properties consisting of 43.5 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, 2026, approximately 76% of our properties were located in the U.S. and Canada and approximately 24% were located in Europe. In addition, as of September 30, 2026, our portfolio was comprised of 51% Industrial & Distribution properties, 26% Retail properties and 23% Office properties. The percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of September 30, 2026. 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 63.3% of our rental income on an annualized straight-line basis for leases in place as of June 30, 2026 was derived from Investment Grade rated tenants, comprised of 38.0% leased to tenants with an actual investment grade rating and 25.3% leased to tenants with an implied investment grade rating. For our purposes, “Investment Grade” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring an entity’s probability of default. Ratings information is as of June 30, 2026.

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 62.9% of our rental income on an annualized straight-line basis for leases in place as of September 30, 2026 was derived from Investment Grade rated tenants, comprised of 35.8% leased to tenants with an actual investment grade rating and 27.1% 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, 2026.

Previous wording

On May 3, 2026, the Company, together with its direct and indirect subsidiaries, REIT Merger Sub, the OP and Opco Merger Sub entered into the Merger Agreement with the Modiv Parties. Pursuant to the terms and conditions of the Merger Agreement, upon the closing, Modiv will merge with and into REIT Merger Sub with REIT Merger Sub continuing as the surviving entity. Contemporaneously therewith or immediately following the Modiv Merger, OpCo Merger Sub will merge with and into the Modiv Operating Partnership, with the Modiv Operating Partnership being the surviving entity.

Current wording

On August 12, 2026 (the “Modiv Acquisition Date”), we, together with our direct and indirect subsidiaries, GNL Motion Merger Sub, LLC (“REIT Merger Sub”), the OP and GNL Motion OpCo Merger Sub, LLC (“OpCo Merger Sub” and, together with GNL, REIT Merger Sub and the OP, the “GNL Parties”) consummated the Merger (as defined below) with Modiv Industrial, Inc. (NYSE: MDV) (“Modiv”) and Modiv Operating Partnership, LP (the “MDV OP” and, together with Modiv, the “Modiv Parties”). Pursuant to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), on the Modiv Acquisition Date, (i) Modiv merged with and into REIT Merger Sub with REIT Merger Sub continuing as the surviving entity (the “Modiv Merger”) and (ii) contemporaneously with the Modiv Merger, OpCo Merger Sub merged with and into MDV OP, with MDV OP being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Modiv Merger, the “Merger”).

Previous wording

Pursuant to the terms and subject to the conditions of the Merger Agreement, at the date and time the Modiv Merger becomes effective, (i) each outstanding share of Class C common stock, $0.001 par value per share, of Modiv (other than the Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive 1.975 shares of Common Stock, without interest, subject to adjustment as set forth in the Merger Agreement, and cash in lieu of fractional shares, and (ii) each outstanding share of Modiv’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, will be converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to but not including, the closing date of the Mergers. Immediately prior to the time the OpCo Merger becomes effective, subject to the terms and conditions set forth in the Merger Agreement, each outstanding unit of Class X limited partnership interest in the Modiv Operating Partnership will immediately vest in full and be converted into one Modiv Operating Partnership Class C Unit in the Modiv Operating Partnership and each outstanding Modiv Operating Partnership Class C Unit (other than the parties to the Merger Agreement and their respective affiliates) will be converted into the right to receive 1.975 OP Units, plus the right to receive cash in lieu of any fractional OP Units, if any, without interest.

Current wording

Pursuant to the terms and subject to the conditions of the Merger Agreement, on the Modiv Acquisition Date, (i) each outstanding share of Modiv’s Class C common stock, $0.001 par value per share, as of the Modiv Acquisition Date was converted into the right to receive 1.975 shares (the “Exchange Ratio”) of Company’s common stock, par value $0.01 per share (“Common Stock”), (ii) each outstanding share of Modiv’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, was converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon and (iii) each outstanding Class C limited partnership interest in MDV OP (each, a “MDV OP Unit”) was converted into the right to receive 1.975 limited partnership interests in the OP designated as “OP Units” (“OP Units”) (as defined in the OP Agreement (defined below)), and such OP Units issued at the effective time of the OpCo Merger (the “OpCo Merger Consideration OP Units”). Immediately prior to the time the OpCo Merger became effective, each outstanding unit of Class X limited partnership interest in the MDV OP was immediately vested in full and converted into one MDV OP Class C Unit. In addition, on the Modiv Acquisition Date, the Company repaid Modiv’s $23.7 million mortgage notes payable (the “Modiv Mortgage Notes Payable”) and Modiv’s $250 million credit facility term loan (the “Modiv Term Loan”).

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Net loss attributable to common stockholders was $67.1 million for the three months ended September 30, 2026, as compared to $71.1 million for the three months ended September 30, 2025. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.

Previous wording

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

Current wording

The table below details consolidated revenue from tenants, detailed by reportable segment:

Previous wording

Revenue from tenants in our Industrial & Distribution segment was $100.9 million and $113.0 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in revenue from tenants was due to the loss of revenue of approximately $11.3 million from dispositions and approximately $0.8 million from other properties. The loss of revenue from dispositions primarily resulted from the sale of three groups of properties that were leased by three of our former tenants, which comprised approximately $10.1 million of the total decrease in revenue from dispositions. There was minimal impact from the year-over-year change in average exchange rates during the six months ended June 30, 2026, when compared to the same period last year.

Current wording

Revenue from tenants in our Industrial & Distribution segment was $53.8 million and $57.9 million for the three months ended September 30, 2026 and 2025, respectively. The decrease in revenue from tenants was due to the net loss of revenue of approximately $8.7 million from dispositions and lower revenue of approximately $0.9 million from other properties that were owned in both periods, partially offset by revenue from properties acquired in the third quarter of 2026 of $5.5 million. The net loss of revenue from dispositions primarily resulted from the sale of three groups of properties that were leased by three of our former tenants, which comprised $7.9 million of the decrease, and the increase in revenue from acquisitions was primarily due to the Merger. There was minimal impact from the year-over-year change in average exchange rates during the three months ended September 30, 2026, when compared to the same period last year.

Previous wording

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

Current wording

Revenue from tenants in our Retail segment was $30.0 million and $30.3 million for the three months ended September 30, 2026 and 2025, respectively. The decrease was primarily driven by the loss of revenue of approximately $0.8 million from dispositions and lower revenue from other properties that were owned in both periods of $0.2 million, partially offset by revenue from a property acquired in the Merger of $0.7 million. The net loss of revenue from dispositions was primarily related to 10 tenants which comprised approximately $0.7 million of the decrease. There was minimal impact from the year-over-year change in average exchange rates during the three months ended September 30, 2026, when compared to the same period last year.

Previous wording

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

Current wording

Revenue from tenants in our Office segment was $29.0 million and $32.8 million for the three months ended September 30, 2026 and 2025, respectively. The decrease in the third quarter of 2026, when compared to the same period last year, was primarily driven by the net loss of revenue of approximately $4.5 million from dispositions, partially offset by higher revenue from other properties owned in both periods of $0.1 million and revenue from properties acquired in the third quarter of 2026 of $0.6 million. The net loss of revenue from dispositions was primarily related to seven tenants which comprised approximately $4.1 million of the decrease and the increase in revenue from acquisitions was due to properties acquired in the Merger. The year-over-year change in foreign exchange rates had a minimal impact.

Previous wording

Total Office revenue for the three months ended June 30, 2026 included approximately $2.0 million of payments received from former tenants to settle their lease obligations related to the condition and restoration of the leased space upon move-out.

Current wording

Total Office revenue for the three months ended September 30, 2026 included approximately $2.2 million of payments received from former tenants to settle their lease obligations related to the condition and restoration of the leased space upon move-out.

Previous wording

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

Current wording

The table below details consolidated property operating expenses, detailed by reportable segment:

Previous wording

Property operating expenses in our Industrial & Distribution segment were $5.6 million and $4.2 million for the three months ended June 30, 2026 and 2025, respectively. Lower costs of $0.5 million from dispositions were offset by higher costs of $1.9 million from properties owned in both periods due to the timing of our reimbursable costs. There was minimal impact from the year-over-year change in average foreign exchange rates during the three months ended June 30, 2026, when compared to the same period last year.

Current wording

Property operating expenses in our Industrial & Distribution segment were $6.7 million and $4.8 million for the three months ended September 30, 2026 and 2025, respectively. The increase was due to higher costs of $1.6 million from properties owned in both periods due to the timing of our reimbursable costs as well as an increase of $0.3 million due to acquisitions. The increase from acquisitions was primarily due to properties acquired in the Merger. There was minimal impact from the year-over-year change in average foreign exchange rates during the three months ended September 30, 2026, when compared to the same period last year.

Previous wording

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

Current wording

Property operating expenses in our Office segment were $4.0 million and $3.8 million for the three months ended September 30, 2026 and 2025, respectively. The increase in the third quarter of 2026 was driven by an increase in costs of $0.9 million from properties owned in both periods and an increase of $0.1 million due to properties acquired in the Merger, partially offset by lower costs of $0.8 million from properties sold. There was minimal impact from the year-over-year change in average exchange rates during the three months ended September 30, 2026, when compared to the same period last year.

Previous wording

During the three months ended June 30, 2026, we determined that 4 of our properties (two located in the U.S., one located in the U.K. and one located in Europe), had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price less selling costs of such properties, and as a result, we recorded impairment charges totaling approximately $3.7 million.

Current wording

During the three months ended September 30, 2026, we determined that five of our properties (three located in the U.S., one located in the U.K. and one located in Europe) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price less selling costs (where applicable) of such properties, and as a result, we recorded impairment charges totaling approximately $58.2 million.

Previous wording

During the three months ended June 30, 2025, we determined that 21 of our properties (20 of which were located in the U.S. and one was located in Europe) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price less selling costs of such properties, and as a result, we recorded an impairment charge of approximately $9.8 million.

Current wording

During the three months ended September 30, 2025, we determined that 10 of our properties (nine of which were located in the U.S. 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 $55.4 million.

Previous wording

We recognized $6.6 million and $2.0 million of merger, transaction and other costs during the three months ended June 30, 2026 and 2025, respectively. The increase was primarily due to costs incurred in the second quarter of 2026 related to the pending acquisition of Modiv.

Current wording

We recognized $5.3 million and $1.6 million of merger, transaction and other costs during the three months ended September 30, 2026 and 2025, respectively. The increase was primarily due to costs incurred in the third quarter of 2026 related to the acquisition of Modiv.

Previous wording

General and administrative expenses were relatively consistent at $11.9 million and $11.3 million for the three months ended June 30, 2026 and 2025, respectively, primarily comprised of employee compensation/payroll expenses, professional fees including audit and taxation services, board member compensation and directors’ and officers’ liability insurance.

Current wording

General and administrative expenses were relatively consistent at $11.2 million and $11.8 million for the three months ended September 30, 2026 and 2025, respectively, primarily comprised of employee compensation/payroll expenses, professional fees including audit and taxation services, board member compensation and directors’ and officers’ liability insurance.

Previous wording

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

Current wording

“Former Advisor”) or its affiliates who were involved in providing services to us prior to the Internalization (as defined in our Annual Report on Form 10-K for the year ended December 31, 2025); (ii) amortization of restricted stock units in respect of shares of Common Stock (“RSUs”) granted to our employees and our independent directors; and (iii) amortization expense related to performance stock units (“PSUs”). The period over period increase in expense was attributable to RSUs and PSUs granted in the first quarter of 2026.

Previous wording

Depreciation and amortization expense was $41.5 million and $45.6 million for the three months ended June 30, 2026 and 2025, respectively. The decrease was due to lower depreciation and amortization due to dispositions during 2026 and 2025.

Current wording

Depreciation and amortization expense was $43.6 million and $44.8 million for the three months ended September 30, 2026 and 2025, respectively. The decrease was due to lower depreciation and amortization due to dispositions during 2026 and 2025, partially offset by additional depreciation and amortization from properties acquired in the third quarter of 2026.

Previous wording

During the three months ended June 30, 2025, we sold 94 properties (five Industrial & Distribution properties, 88 Retail properties and one Office property), and recorded a net gain of $1.5 million. These amounts do not include the properties sold in the second quarter of 2025 that were included in the Multi-Tenant Retail Portfolio, which are part of discontinued operations (see Note 3 — Multi-Tenant Retail Disposition for additional information to our consolidated financial statements included in this Quarterly Report on Form 10-Q).

Current wording

During the three months ended September 30, 2025, we sold 58 properties (three Industrial & Distribution properties, 51 Retail properties and four Office properties), and recorded a net loss of $5.8 million, not including the properties sold as part of the Multi-Tenant Retail Disposition, which are part of discontinued operations (see Note 3 — Multi-Tenant Retail Disposition for additional information to our consolidated financial statements included in this Quarterly Report on Form 10-Q).

Previous wording

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

Current wording

Interest expense was $38.8 million and $45.3 million for the three months ended September 30, 2026 and 2025, respectively. The decrease was due to lower gross debt outstanding and a lower weighted-average effective interest rate during the three months ended September 30, 2026. The amount of our total gross debt outstanding was $2.9 billion as of September 30, 2026, as compared to $3.0 billion as of September 30, 2025. The weighted-average effective interest rate of our total debt was 4.1% as of September 30, 2026 and 4.2% as of September 30, 2025.

Previous 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 June 30, 2026, when compared to the same period last year. As of June 30, 2026, approximately 22% of our total debt outstanding was denominated in Euros (“EUR”). As of June 30, 2025, approximately 19% of our total debt outstanding was denominated in EUR and 1% was denominated in Canadian Dollars (“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 September 30, 2026, when compared to the same period last year. As of September 30, 2026, approximately 25% of our total debt outstanding was denominated in Euros (“EUR”). As of September 30, 2025, approximately 19% of our total debt outstanding was denominated in EUR and 1% was denominated in Canadian Dollars (“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 June 30, 2026, approximately 41% of our total debt outstanding was secured and 59% was unsecured, the latter including amounts outstanding under our Revolving Credit Facility (as defined in Note 6 —Revolving Credit Facility to our consolidated financial statements included in this Quarterly Report on Form 10-Q), our $500.0 million aggregate principal amount of 3.75% Senior Notes due 2027 (the “3.75% Senior Notes”) and $500.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “4.50% Senior Notes”).

Current 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, 2026, approximately 36% of our total debt outstanding was secured and 64% was unsecured, the latter including amounts outstanding under our Revolving Credit Facility (as defined in Note 6 —Revolving Credit Facility to our consolidated financial statements included in this Quarterly Report on Form 10-Q), our $500.0 million aggregate principal amount of 3.75% Senior Notes due 2027 (the “3.75% Senior Notes”) and $500.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the “4.50% Senior Notes”).

Previous wording

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

Current wording

The gain of $0.3 million on derivative instruments for the three months ended September 30, 2026 and the gain of $2.3 million on derivative instruments for the three months ended September 30, 2025, reflect the marked-to-market impact from foreign currency and interest rate derivative instruments used to hedge the investment portfolio from currency and interest rate movements, and were mainly driven by exchange rate changes in British Pounds Sterling (“GBP”) and EUR compared to the USD. For the three months ended September 30, 2026, the gain on derivative instruments consisted of unrealized gains of $0.7 million and realized losses of $0.4 million. For the three months ended September 30, 2025, the gain on derivative instruments consisted of unrealized gains of$3.4 million and realized losses of$1.1 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

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 (expense) benefit 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 $6.4 million and $6.3 million for the six months ended June 30, 2026 and 2025, 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 stockholders, we recognize income tax benefit (expense) domestically for state taxes and local income taxes incurred, if any, and also in foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit and expense as a result of book and tax differences and timing differences in taxes across jurisdictions. Income tax benefit was $1.6 million for the three months ended September 30, 2026 and income tax expense was $3.1 million for the three months ended September 30, 2025.

Previous wording

As discussed above, due to the classification of the Multi-Tenant Retail Portfolio as a discontinued operation, the tables below do not include the results of the Multi-Tenant Retail Portfolio, which are classified within loss from discontinued operations in our consolidated statements of operations for the six months ended June 30, 2026 and 2025 (for additional information, see Note 3 —Multi-Tenant Retail Disposition to our consolidated financial statements included in this Quarterly Report on Form 10-Q).

Current wording

As discussed above, due to the classification of the Multi-Tenant Retail Portfolio as a discontinued operation, the tables below do not include the results of the Multi-Tenant Retail Portfolio, which are classified within loss from discontinued operations in our consolidated statements of operations for the nine months ended September 30, 2026 and 2025 (for additional information, see Note 3 —Multi-Tenant Retail Disposition to our consolidated financial statements included in this Quarterly Report on Form 10-Q).

Previous wording

Net loss attributable to common stockholders was $23.5 million for the six months ended June 30, 2026, as compared to net loss of $235.4 million for the six months ended June 30, 2025. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.

Current wording

Net loss attributable to common stockholders was $90.6 million for the nine months ended September 30, 2026, as compared to net loss of $306.4 million for the nine months ended September 30, 2025. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.

Previous wording

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

Current wording

The table below details consolidated revenue from tenants, detailed by reportable segment:

Previous wording

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

Current wording

Revenue from tenants in our Industrial & Distribution segment was $157.1 million and $173.3 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in revenue from tenants was due to the loss of revenue of approximately $20.9 million from dispositions and approximately $0.8 million from other properties that were owned in both periods, partially offset by an increase in revenue from properties acquired in the third quarter of 2026 of approximately $5.5 million. The loss of revenue from dispositions primarily resulted from the sale of four groups of properties that were leased by four of our former tenants, which comprised approximately $18.9 million of the total decrease in revenue from dispositions, and the increase in revenue from acquisitions was primarily due to the Merger. There was minimal impact from the year-over-year change in average exchange rates during the nine months ended September 30, 2026, when compared to the same period last year.

Previous wording

Total Industrial & Distribution revenue for the three months ended June 30, 2026 included approximately $4.0 million of termination fees.

Current wording

Total Industrial & Distribution revenue for the nine months ended September 30, 2026, included approximately $4.0 million of termination fees.

Previous wording

Revenue from tenants in our Retail segment was $59.5 million and $72.3 million for the six months ended June 30, 2026 and 2025, respectively. The decrease was primarily driven by the loss of revenue of approximately $13.2 million from dispositions, partially offset by higher revenue of $0.4 million from other properties. The loss of revenue from dispositions was primarily related to one tenant which comprised approximately $10.1 million of the decrease. There was minimal impact from the year-over-year change in average exchange rates during the six months ended June 30, 2026, when compared to the same period last year.

Current wording

Revenue from tenants in our Retail segment was $89.6 million and $102.6 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease was primarily driven by the loss of revenue of approximately $13.9 million from dispositions, partially offset by higher revenue of $0.2 million from other properties that were owned in both periods, and an increase in revenue from a property acquired in the Merger of $0.7 million. The loss of revenue from dispositions was primarily related to six tenants which comprised approximately $12.6 million of the decrease. There was minimal impact from the year-over-year change in average exchange rates during the nine months ended September 30, 2026, when compared to the same period last year.

Previous wording

Revenue from tenants in our Office segment was $61.3 million and $72.0 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in the first six months of 2026 was primarily driven by the net loss of revenue of $14.3 million from dispositions, partially offset by higher revenue from other properties of $3.6 million. The net loss of revenue from dispositions was primarily related to seven tenants, which comprised approximately $13.8 million of the decrease. The year-over-year change in foreign exchange rates had a minimal impact.

Current wording

Revenue from tenants in our Office segment was $88.0 million and $102.4 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in the first nine months of 2026 was primarily driven by the net loss of revenue of $18.7 million from dispositions, partially offset by higher revenue from other properties that were owned in both periods of $3.7 million and an increase in revenue from properties acquired in the Merger of $0.6 million. The net loss of revenue from dispositions was primarily related to eight tenants, which comprised approximately $17.3 million of the decrease. The year-over-year change in foreign exchange rates had a minimal impact.

Previous wording

Total Office revenue for the six months ended June 30, 2026 included approximately $2.0 million of payments received from former tenants to settle their lease obligations related to the condition and restoration of the leased space upon move-out.

Current wording

Total Office revenue for the nine months ended September 30, 2026 included approximately $4.2 million of payments received from former tenants to settle their lease obligations related to the condition and restoration of the leased space upon move-out.

Previous wording

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

Current wording

The table below details consolidated property operating expenses, detailed by reportable segment:

Previous wording

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

Current wording

Property operating expenses in our Industrial & Distribution segment were $17.9 million and $14.6 million for the nine months ended September 30, 2026 and 2025, respectively. Lower costs of $1.3 million from dispositions were offset by higher costs of $4.3 million from other properties owned in both periods primarily due to higher costs absorbed by us at one of our properties located in the U.K. and the timing of our reimbursable costs, as well as an increase in costs of $0.3 million due to acquisitions. There was minimal impact from the year-over-year change in average foreign exchange rates during the nine months ended September 30, 2026, when compared to the same period last year.

Previous wording

Property operating expenses in our Retail segment were $7.5 million and $6.9 million for the six months ended June 30, 2026 and 2025, respectively. Lower costs of $1.4 million from properties sold were offset by an increase of approximately $2.0 million from properties owned in both periods primarily due to higher costs absorbed by us at one of our properties located in Europe. There was minimal impact from the year-over-year change in average exchange rates during the six months ended June 30, 2026, when compared to the same period last year.

Current wording

Property operating expenses in our Retail segment were $11.2 million and $10.9 million for the nine months ended September 30, 2026 and 2025, respectively. Lower costs of $1.8 million from properties sold were offset by an increase of approximately $2.1 million from properties owned in both periods primarily due to higher costs absorbed by us at one of our properties located in Europe. There was minimal impact from the year-over-year change in average exchange rates during the nine months ended September 30, 2026, when compared to the same period last year.

Showing the first 40 of 83 pairs. Open the source sections for the rest.

Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

During the three months ended September 30, 2026 and 2025, we recognized equity-based compensation expense of $3.8 million and $3.1 million, respectively. Equity-based compensation expense consists of (i) amortization of restricted shares of our Common Stock (“Restricted Shares”) granted to employees of AR Global Investments, LLC, our former advisor (the

Current report — wording carried from elsewhere

During the three months ended September 30, 2026, we sold four properties (three Industrial & Distribution properties and one Office property) and recorded a net loss of $1.6 million.

Current report — wording carried from elsewhere

(Loss) Gain on Dispositions of Real Estate Investments

Current report — wording carried from elsewhere

2025, the loss on derivative instruments consisted of unrealized losses of $7.1 million and realized losses of $3.3 million. The overall gain (or loss) 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 are included in AFFO (as defined below).

Current report — wording carried from elsewhere

Cash Flows used in Investing Activities
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Agreement and Plan of Merger with Modiv

Previous report — wording carried elsewhere

The loss on extinguishment of debt was $11.9 million and $4.3 million during the quarters ended June 30, 2026 and June 30, 2025, respectively. The loss on extinguishment of debt in the second quarter of 2026 primarily related to accelerated amortization of the discount related to the mortgage notes that were repaid in the second quarter of 2026 and the fees paid upon repayment. The loss in the second quarter of 2025 primarily related to the accelerated amortization and fees related to the repayment of one of our mortgages in May of 2025.

Previous report — wording carried elsewhere

Total Industrial & Distribution revenue for the six months ended June 30, 2026 included approximately $4.0 million of termination fees.

Previous report — wording carried elsewhere

Gain (Loss) on Dispositions of Real Estate Investments