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Net Lease Office Properties

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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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, 2025 · Filed Nov 7, 2025

NLOP$9.28+2.9%Stored close · as of Nov 6, 2026
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Note

Note 2. Basis of Presentation

Basis of Presentation

Our interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information and footnotes necessary for a complete statement of our consolidated financial position, results of operations, and cash flows in accordance with generally accepted accounting principles in the United States (“GAAP”). In the opinion of management, the unaudited financial information for the interim periods presented in this Report reflects all normal and recurring adjustments necessary for a fair presentation of financial position, results of operations, and cash flows. Our interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, which are included in the 2024 Annual Report, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this Report. Operating results for interim periods are not necessarily indicative of operating results for an entire year.

Net Lease Office Properties 9/30/2025 10-Q –9

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Basis of Consolidation

Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.

When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a VIE and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. There have been no significant changes in our VIE policies from what was disclosed in the 2024 Annual Report.

At both September 30, 2025 and December 31, 2024, we consideredone entity to be a VIE (given certain decision-making rights each partner has in accordance with the partnership agreement), which we consolidated, as we are considered the primary beneficiary. The following table presents a summary of selected financial data of the consolidated VIE included in our consolidated balance sheets (in thousands):

September 30, 2025December 31, 2024
Land, buildings and improvements$37,917$37,917
In-place lease intangible assets and other9,6859,685
Above-market rent intangible assets4,3384,338
Accumulated depreciation and amortization(8,215)(6,271)
Total assets45,13347,197
Total liabilities$308$304

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in thousands):

September 30, 2025December 31, 2024
Cash and cash equivalents$38,689$25,121
Restricted cash (a)2,44243,305
Total cash and cash equivalents and restricted cash$41,131$68,426

(a)Amount as of December 31, 2024 includes approximately $41.7 million related to certain reserve requirements pursuant to the NLOP Financing Arrangements (Note 8). In April 2025, we fully repaid the NLOP Mezzanine Loan and are no longer subject to such reserve requirements (Note 8).

Earnings Per Share

Basic earnings per share is calculated by dividing net income available to common shareholders by the weighted-average number of shares of common shares outstanding during the period. Diluted earnings per share reflects potentially dilutive securities using the treasury stock method, except when the effect would be anti-dilutive. For the three and nine months ended September 30, 2025, there were no potentially dilutive securities. Therefore, basic loss per share equals diluted loss per share for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, we recognized net loss. Therefore, all potentially dilutive securities were antidilutive and accordingly, basic net loss per share equals diluted net loss per share for the three and nine months ended September 30, 2024.

Net Lease Office Properties 9/30/2025 10-Q –10

Foreign Currency Translation and Transaction Gains and Losses

During the nine months ended September 30, 2025, we exited all investments denominated in euros and Norwegian krone, and as a result, we did not own any international real estate investments as of September 30, 2025. Prior to our exit from international investments, we performed the translation from foreign currencies to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the month in which the transaction occurred. We reported the gains and losses resulting from such translation as a component of other comprehensive income in equity. These translation gains and losses were reclassified out of foreign currency translation adjustments (within Accumulated other comprehensive loss in the consolidated balance sheets) and released to net income (within Loss on sale of real estate, net, in the consolidated statements of operations) when we exited from all investments in the related currency (Note 10, Note 12).

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public companies to annually (i) disclose specific categories in the rate reconciliation disclosure and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is an emerging growth company and plans to adopt this standard for the annual period beginning January 1, 2026, which is not expected to have a material impact on the Company’s consolidated financial statements.

Note 3. Agreements and Transactions with Related Parties

Advisory Agreements

Pursuant to the NLOP Advisory Agreements, which we entered into on November 1, 2023, our Advisor provides us with strategic management services, including asset management, property disposition support, and various related services. We pay our Advisor an asset management fee that was initially set at an annual amount of $7.5 million and is being proportionately reduced each month following the disposition of each portfolio property. In addition, we reimburse our Advisor a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters.

The following tables present a summary of fees we paid and expenses we reimbursed to our Advisor in accordance with the terms of the NLOP Advisory Agreements (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Asset management fees (a)$1,121$1,465$3,590$4,868
Administrative reimbursements (b)1,0001,0003,0003,000
$2,121$2,465$6,590$7,868

(a)Included within Asset management fees in the consolidated statements of operations.

(b)Included within General and administrative expenses in the consolidated statements of operations.

The following table presents a summary of amounts due to affiliates, which are included within Accounts payable, accrued expenses and other liabilities in the consolidated financial statements (in thousands):

September 30, 2025December 31, 2024
Asset management fees payable$376$469
Administrative reimbursements payable and other359366
$735$835

Net Lease Office Properties 9/30/2025 10-Q –11

Other Transactions with Related Parties

Captive Insurance Company

Under the NLOP Advisory Agreements, our Advisor manages the insurance for our real property portfolio as part of its property insurance program. In March 2025, our Advisor formed a wholly owned captive insurance company, which commenced operations in May 2025 and insures a portion of the North American real property portfolios of each of WPC and us. We pay insurance premiums to all the insurance companies in the property insurance program, including the Advisor’s captive insurance company, which in turn will pay out claims in respect of our properties on a pro rata basis.

During the nine months ended September 30, 2025, we paid property insurance premiums totaling $3.2 million, of which $0.7 million was paid to our Advisor, covering the annual period commencing May 1, 2025. We amortize the insurance premiums over the policy period, which is reflected in Reimbursable tenant costs and Property expenses, excluding reimbursable tenant costs in our consolidated statements of operations.

Other

At September 30, 2025, we owned an interest inone jointly owned investment in real estate, with the remaining interest held by a third party. We consolidate this investment.

Note 4. Land, Buildings and Improvements, Finance Receivables and Assets Held for Sale

Land, Buildings and Improvements

Land and buildings leased to others, which are subject to operating leases, and real estate under construction, are summarized as follows (in thousands):

September 30, 2025December 31, 2024
Land$55,214$94,123
Buildings and improvements421,480635,775
Real estate under construction1,253447
Less: Accumulated depreciation(124,782)(152,067)
$353,165$578,278

During the nine months ended September 30, 2025, we recognized impairment charges oneight properties, which reduced the carrying value of Land, buildings and improvements by $129.3 million (Note 6).

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was $3.6 million and $5.3 million for the three months ended September 30, 2025 and 2024, respectively, and $12.2 million and $18.6 million for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, we capitalized accrued costs of $0.9 million within Land, buildings and improvements for capital expenditures.

Dispositions of Properties

During the nine months ended September 30, 2025, we disposed ofseven properties, which were classified as Land, buildings and improvements. As a result, the carrying value of our Land, buildings and improvements decreased by $89.4 million from December 31, 2024 to September 30, 2025 (Note 12).

Real Estate Under Construction

During the nine months ended September 30, 2025, we capitalized $0.8 million of real estate under construction related to a capital project at a property.

Net Lease Office Properties 9/30/2025 10-Q –12

Leases

Operating Lease Income

Lease income related to operating leases recognized and included in the consolidated statements of operations is as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Lease income — fixed$18,389$22,781$58,948$81,325
Lease income — variable (a)5,7107,19420,05122,113
Total operating lease income$24,099$29,975$78,999$103,438

(a)Includes (i) rent increases based on changes in the U.S. Consumer Price Index (CPI) and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.

Other Lease-Related Income

In September 2025, we entered into a lease termination agreement with a tenant at a property located in Oak Creek, Wisconsin, to terminate the lease on October 31, 2025 (the previous lease expiration date was May 31, 2032). In connection with the agreement, the tenant was obligated to pay us a lease termination fee of $13.0 million, of which $4.8 million was recognized within Other lease-related income for the three and nine months ended September 30, 2025. The $13.0 million termination payment was collected in October 2025 (Note 13), and the lease expiration may impact the property’s future cash flows and overall recoverability.

Other lease-related income on our consolidated statements of operations included lease termination income of $5.0 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively, and $6.7 million and $8.5 million for the nine months ended September 30, 2025 and 2024, respectively (including amounts related to the lease termination described above).

In addition, other lease-related income on our consolidated statements of operations included income from a parking garage attached to one of our net-leased properties totaling $0.4 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively, and $1.4 million and $1.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Finance Receivables

During the first quarter of 2024, we sold a property classified as net investments in sales-type leases. Earnings from our net investments in sales-type leases were included in Income from finance leases in the consolidated financial statements, and totaled less than $0.1 million for the nine months ended September 30, 2024. We had no net investments in finance leases as of September 30, 2025 and December 31, 2024.

Assets Held for Sale, Net

Below is a summary of our properties held for sale (in thousands):

September 30, 2025December 31, 2024
Land, buildings and improvements$45,949$31,066
In-place lease intangible assets and other2,2203,891
Above-market rent intangible assets—1,382
Accumulated depreciation and amortization(20,770)(7,042)
Assets held for sale, net$27,399$29,297

As of September 30, 2025 and December 31, 2024, we hadtwo andone properties, respectively, classified as held for sale.

Net Lease Office Properties 9/30/2025 10-Q –13

During the three months ended September 30, 2025, we reclassified a property from held for sale to held and used, in accordance with ASC 360, Property, Plant, and Equipment. As a result, we reclassified $25.9 million from Assets held for sale, net, to the following line items: (i) $25.9 million to Land, buildings and improvements, (ii) $3.9 million to In-place lease intangible assets and other, (iii) $1.4 million to Above-market rent intangible assets, and (iv) $5.3 million to Accumulated depreciation and amortization. In addition, the estimated purchase price for this property was lowered during the second quarter of 2025. As a result, we recognized a loss on sale of real estate of $3.4 million during the nine months ended September 30, 2025, reflecting the updated estimated purchase price, in accordance with ASC 360, Property, Plant, and Equipment.

Note 5. Intangible Assets and Liabilities

In-place lease intangibles, at cost are included in In-place lease intangible assets and other in the consolidated financial statements. Above-market rent intangibles, at cost are included in Above-market rent intangible assets in the consolidated financial statements. Accumulated amortization of in-place lease and above-market rent intangibles is included in Accumulated depreciation and amortization in the consolidated financial statements. Below-market rent intangibles are included in Below-market rent intangible liabilities, net in the consolidated financial statements.

Intangible assets and liabilities are summarized as follows (in thousands):

September 30, 2025December 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Finite-Lived Intangible Assets
In-place lease$183,257$(124,790)$58,467$207,988$(123,040)$84,948
Above-market rent26,188(16,672)9,51630,512(17,572)12,940
Total intangible assets$209,445$(141,462)$67,983$238,500$(140,612)$97,888
Finite-Lived Intangible Liabilities
Below-market rent$(14,051)$11,308$(2,743)$(18,856)$12,551$(6,305)
Total intangible liabilities$(14,051)$11,308$(2,743)$(18,856)$12,551$(6,305)

Net amortization of intangibles, including the effect of foreign currency translation, was $5.5 million and $7.4 million for the three months ended September 30, 2025 and 2024, respectively, and $16.4 million and $28.9 million for the nine months ended September 30, 2025 and 2024, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Lease revenues and amortization of in-place lease intangibles is included in Depreciation and amortization.

Note 6. Fair Value Measurements

The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.

Items Measured at Fair Value on a Recurring Basis

The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. For significant Level 3 items, we have also provided the unobservable inputs.

Derivative Assets — Our derivative assets, which are included in Other assets, net in the consolidated financial statements, are comprised of interest rate caps (Note 7).

Net Lease Office Properties 9/30/2025 10-Q –14

The valuation of our derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves, spot and forward rates, and implied volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative instruments for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. These derivative instruments were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

Our material financial instruments had the following carrying values and fair values as of the dates shown (dollars in thousands):

September 30, 2025 · December 31, 2024
LevelCarrying ValueFair ValueCarrying ValueFair Value
Non-recourse mortgages, net (a) (b)3$47,120$47,120$111,259$91,642
NLOP Mezzanine Loan, net (a) (b) (c) (d)3——57,95761,753

(a)The carrying value of Non-recourse mortgages, net includes unamortized premium of $0.4 million at December 31, 2024. The carrying value of the NLOP Mezzanine Loan, net (Note 8) includes unamortized discount of $2.2 million at December 31, 2024.

(b)We determined the estimated fair value of our non-recourse mortgage loans and NLOP Mezzanine Loan using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates consider interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.

(c)The carrying value of the NLOP Mezzanine Loan, net (Note 8) includes unamortized deferred financing costs of $1.0 million at December 31, 2024.

(d)In April 2025, we fully repaid the NLOP Mezzanine Loan (Note 8).

We estimated that our other financial assets and liabilities had fair values that approximated their carrying values at both September 30, 2025 and December 31, 2024.

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)

We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable. There have been no significant changes in our impairment policies from what was disclosed in the 2024 Annual Report.

The following table presents information about assets for which we recorded an impairment charge and that were measured at fair value on a non-recurring basis (in thousands):

Three Months Ended September 30,
2025 · 2024
Fair Value Measurements · Impairment Charges · Fair Value Measurements · Impairment Charges
Impairment Charges
Real estate$70,665$50,892$25,196$34,164
$50,892$34,164
Nine Months Ended September 30,
2025 · 2024
Fair Value Measurements · Impairment Charges · Fair Value Measurements · Impairment Charges
Impairment Charges
Real estate$184,603$133,629$113,661$46,451
$133,629$46,451

Net Lease Office Properties 9/30/2025 10-Q –15

Impairment charges, and their related triggering events and fair value measurements, recognized during the three and nine months ended September 30, 2025 and 2024, were as follows:

Real Estate

The impairment charges described below are reflected within Impairment charges — real estate in our consolidated statements of operations.

2025 — During the nine months ended September 30, 2025, we recognized an impairment charge of $81.6 million on a property in Houston, Texas, leased to KBR, Inc. After performing a strategic review of the asset at the direction of our Board of Trustees during the second quarter of 2025, we commenced sale efforts for the property. As a result, this met our likely disposition impairment trigger event in accordance with ASC 360, Property, Plant, and Equipment, at which time we determined that the carrying value of the asset was not fully recoverable. The impairment charge reflects the excess of the asset’s carrying amount over its current estimated fair value, which is $73.2 million and may change as we progress with our disposition process. The fair value was determined based on valuation techniques consistent with ASC 820, Fair Value Measurement, which factored in current market conditions, existing lease terms, and assumptions about the highest and best use of the asset, using the following unobservable inputs:

Cash flow discount rate of 10% commencing on June 30, 2025 and ending on an assumed future sale date;

Future sale value discount rate of 10% commencing on June 30, 2025 and ending on an assumed future sale date; and

Future buyer required return of 15% commencing on an assumed future sale date and ending after an assumed buyer hold period.

Although these circumstances met our likely disposition trigger, there can be no assurances that we will sell the asset for its estimated fair value. As a result, to the extent additional impairment triggers arise in the future, the asset will be tested for recoverability.

Additionally, for the three and nine months ended September 30, 2025, we recognized an impairment charge of $14.6 million on a property in Warrenville, Illinois, due to changes in expected cash flows related to the existing tenant’s lease expiration in 2027, in order to reduce its carrying value to its estimated fair value. The fair value measurement for this property was determined by using the following unobservable inputs:

Market rents of $14 per square foot;

Cash flow discount rate of 7.0%;

Future sale value discount rate of 8.0%; and

Terminal capitalization rate of 8.5%.

In addition, for the three and nine months ended September 30, 2025, we recognized an impairment charge of $10.6 million on a property in Quincy, Massachusetts, due to changes in expected cash flows related to the existing tenant’s lease expiration in 2027, in order to reduce its carrying value to its estimated fair value. The fair value measurement for this property was determined by using the following unobservable inputs:

Market rents of $20 per square foot;

Cash flow discount rate of 8.0%;

Future sale value discount rate of 11.0%; and

Terminal capitalization rate of 8.5%.

Furthermore, during the three and nine months ended September 30, 2025, we recognized impairment charges totaling $25.7 million and $26.8 million onthree andfive properties, respectively, in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. One of these properties was sold in May 2025 andone was sold in July 2025.

2024 — During the three and nine months ended September 30, 2024, we recognized impairment charges totaling $21.9 million ontwo properties and $34.2 million onsix properties, respectively, in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. Five of these properties were sold in 2024 andone was sold in March 2025.

Net Lease Office Properties 9/30/2025 10-Q –16

Additionally, for the three and nine months ended September 30, 2024, we recognized an impairment charge of $12.2 million on a property due to changes in expected cash flows related to the existing tenant’s lease expiration in 2025, in order to reduce its carrying value to its estimated fair value. The fair value measurement for this property was determined by using the following unobservable inputs:

Market rents ranging from $7 per square foot to $15 per square foot;

Terminal capitalization rate of 9.0%; and

Cash flow discount rate of 14.0%.

Note 7. Risk Management and Use of Derivative Financial Instruments

Risk Management

In the normal course of our ongoing business operations, we encounter economic risk. There are four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing liabilities, including our unhedged variable-rate non-recourse mortgage loans. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, due to changes in interest rates or other market factors. We own investments in the United States and previously owned investments in Europe, and have been subject to risks associated with fluctuating foreign currency exchange rates.

Derivative Financial Instruments

There have been no significant changes in our derivative financial instrument policies from what was disclosed in the 2024 Annual Report. At both September 30, 2025 and December 31, 2024, no cash collateral had been posted nor received for any of our derivative positions.

The following table sets forth certain information regarding our derivative instruments (in thousands):

Asset Derivatives Fair Value at
Derivatives Not Designated as Hedging InstrumentsBalance Sheet LocationSeptember 30, 2025December 31, 2024
Interest rate capOther assets, net$—$10
Total derivatives$—$10

The following tables present the impact of our derivative instruments in the consolidated financial statements (in thousands):

Amount of Gain (Loss) Recognized on Derivatives in Other Comprehensive Income (Loss)
Three Months Ended September 30,Nine Months Ended September 30,
Derivatives in Cash Flow Hedging Relationships2025202420252024
Interest rate cap$—$407$—$1,191
Total$—$407$—$1,191
Amount of Gain (Loss) on Derivatives Reclassified from Other Comprehensive Income (Loss)
Derivatives in Cash Flow Hedging Relationships · Location of Gain (Loss) Recognized in Income · Three Months Ended September 30, · Nine Months Ended September 30,
2025 · 2024 · 2025 · 2024
Interest rate capOther gains and (losses)$—$(412)$—$(951)
Interest rate capInterest expense—(96)—(477)
Total$—$(508)$—$(1,428)

Amounts reported in Other comprehensive income related to interest rate derivative contracts were reclassified to Interest expense as interest was incurred on our variable-rate debt.

Net Lease Office Properties 9/30/2025 10-Q –17

Amount of Gain (Loss) on Derivatives Recognized in Income
Derivatives in Cash Flow Hedging Relationships · Location of Gain (Loss) Recognized in Income · Three Months Ended September 30, · Nine Months Ended September 30,
2025 · 2024 · 2025 · 2024
Interest rate capInterest expense$—$—$—$(17)
Derivatives Not in Cash Flow Hedging Relationships
Interest rate capOther gains and (losses)—(431)(10)(431)
Total$—$(431)$(10)$(448)

See below for information on our purposes for entering into derivative instruments.

Interest Rate Caps

We are exposed to the impact of interest rate changes primarily through our borrowing activities. We have obtained, and may in the future obtain, variable-rate debt (our NLOP Financing Arrangements (Note 8)), and, as a result, we have entered into, and may continue to enter into, interest rate cap agreements with counterparties. Interest rate caps limit the effective borrowing rate of variable-rate debt obligations. Our objective in using these derivatives is to limit our exposure to interest rate movements.

During the third quarter of 2024, we de-designated our interest rate cap as a hedging instrument, since we determined that the derivative is no longer highly effective, given mismatches between the hedged notional of the interest rate cap versus the outstanding principal on the NLOP Mortgage Loan (which was fully repaid during 2024 and is defined in Note 8). The maturity date of this interest rate cap is November 2025.

The interest rate caps that our consolidated subsidiaries had outstanding at September 30, 2025 are summarized as follows (currency in thousands):

Interest Rate Derivatives · Number of Instruments · NotionalAmount · Fair Value at September 30, 2025
Not Designated as Cash Flow Hedging Instruments
Interest rate cap1150,904USD$—
$—

Credit Risk-Related Contingent Features

We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of any collateral received. No collateral was received as of September 30, 2025.

Note 8. Debt

Debt Facility

As of December 31, 2024, we had a mezzanine loan facility with an original principal balance of $120.0 million maturing on November 9, 2028 (the “NLOP Mezzanine Loan”). This mezzanine loan was originally part of the “NLOP Financing Arrangements,” which also included a senior secured mortgage loan that was fully repaid during the year ended December 31, 2024 (the “NLOP Mortgage Loan”), using proceeds from certain dispositions, as well as cash flow from rent on our properties and other sources.

During the nine months ended September 30, 2025, we fully repaid the NLOP Mezzanine Loan, which had $61.1 million of outstanding principal as of December 31, 2024, using net proceeds from certain dispositions, as well as excess cash flow from operations and other sources, including the application of loan reserves.

Non-Recourse Mortgages

Non-recourse mortgages consist of mortgage notes payable, which are collateralized by the assignment of real estate properties. At September 30, 2025, our non-recourse mortgage notes payable encumberedtwo properties, with a weighted-average fixed interest rate of 8.2%, and maturity dates ranging from October 2025 to July 2026.

Net Lease Office Properties 9/30/2025 10-Q –18

The non-recourse mortgage loan encumbering a domestic property with a principal balance outstanding of $25.2 million was not repaid on its maturity date of January 6, 2025, and the lender has the right to commence foreclosure proceedings. As of the date of this Report, the lender has not exercised such a right. This loan has accrued default interest at an annual rate of 5.0% since the original maturity date, in addition to the base interest rate of 4.2%.

Repayments

During the nine months ended September 30, 2025, we prepaid three non-recourse mortgage loans totaling $24.5 million. We recognized a net loss on extinguishment of debt of less than $0.1 million on these repayments, which is included within Other gains and (losses) on our consolidated statements of operations. The weighted-average interest rate for these non-recourse mortgage loans was 5.8%.

Scheduled Mortgage Debt Principal Payments

Scheduled mortgage debt principal payments as of September 30, 2025 are as follows (in thousands):

Years Ending December 31,Total
2025 (remainder)$25,220
202621,900
2027—
2028—
2029—
Total$47,120

Note 9. Commitments and Contingencies

At September 30, 2025, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.

Note 10. Stock-Based Compensation and Equity

Stock-Based Compensation

We maintain a stock-based compensation plan, which is more fully described in the 2024 Annual Report. The total compensation expense for awards issued under this plan was less than $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively, which was included in General and administrative expenses in the consolidated financial statements. There wereno stock-based compensation awards outstanding as of September 30, 2025 and December 31, 2024.

Equity

Special Cash Distribution

In August 2025, our Board of Trustees declared a special cash distribution of $3.10 per share, totaling approximately $45.9 million. The distribution was paid on September 3, 2025 to shareholders of record as of August 18, 2025.

Net Lease Office Properties 9/30/2025 10-Q –19

Earnings Per Share

The following table summarizes basic and diluted earnings (dollars in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net loss — basic and diluted$(64,161)$(40,295)$(145,209)$(55,686)
Weighted-average shares outstanding – basic and diluted14,814,07514,785,02014,814,07514,785,085

For the three and nine months ended September 30, 2025, there were no potentially dilutive securities. Therefore, basic net loss per share equals diluted net loss per share for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, we recognized net loss. Therefore, all potentially dilutive securities were antidilutive and accordingly, basic net loss per share equals diluted net loss per share for the three and nine months ended September 30, 2024.

Reclassifications Out of Accumulated Other Comprehensive Loss

The following tables present a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands):

Three Months Ended September 30, 2025
Foreign Currency Translation AdjustmentsTotal
Beginning balance$(40,323)$(40,323)
Other comprehensive loss before reclassifications(194)(194)
Amounts reclassified from accumulated other comprehensive loss to:
Loss on sale of real estate, net (Note 12)40,51740,517
Total40,51740,517
Net current period other comprehensive income40,32340,323
Ending balance$—$—
Three Months Ended September 30, 2024
Gains and (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsTotal
Beginning balance$(407)$(36,635)$(37,042)
Other comprehensive income before reclassifications(101)1,3481,247
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses)412—412
Interest expense96—96
Total508—508
Net current period other comprehensive income4071,3481,755
Ending balance$—$(35,287)$(35,287)

Net Lease Office Properties 9/30/2025 10-Q –20

Nine Months Ended September 30, 2025
Foreign Currency Translation AdjustmentsTotal
Beginning balance$(40,157)$(40,157)
Other comprehensive loss before reclassifications(1,473)(1,473)
Amounts reclassified from accumulated other comprehensive loss to:
Loss on sale of real estate, net (Note 12)41,63041,630
Total41,63041,630
Net current period other comprehensive income40,15740,157
Ending balance$—$—
Nine Months Ended September 30, 2024
Gains and (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsTotal
Beginning balance$(1,191)$(34,409)$(35,600)
Other comprehensive loss before reclassifications(237)(878)(1,115)
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses)951—951
Interest expense477—477
Total1,428—1,428
Net current period other comprehensive income1,191(878)313
Ending balance$—$(35,287)$(35,287)

See Note 7 for additional information on our derivatives activity recognized within Other comprehensive income for the periods presented.

Note 11. Income Taxes

We elected to be taxed as a REIT under Section 856 through 860 of the Code effective as of November 1, 2023. In order to maintain our qualification as a REIT, we are required, among other things, to distribute at least 90% of our REIT net taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. We conduct business in the United States and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state, local, and foreign jurisdictions. We have not included any provisions for federal income taxes related to the REIT in the accompanying consolidated financial statements for the three and nine months ended September 30, 2025 and 2024.

Current income tax expense was less than $0.1 million and $0.6 million for the three months ended September 30, 2025 and 2024, respectively, and $0.2 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Deferred income tax benefit was $0.1 million and $0.4 million for the three and nine months ended September 30, 2024, respectively. No such benefit was recorded for the three and nine months ended September 30, 2025.

Net Lease Office Properties 9/30/2025 10-Q –21

Note 12. Property Dispositions

Our property dispositions are also discussed in Note 4.

2025 — During the three and nine months ended September 30, 2025, we sold three andsix properties, respectively, for total proceeds, net of selling costs, of $45.9 million and $71.3 million, respectively, and recognized net gains on these sales totaling $2.3 million and $1.4 million, respectively.

In September 2025, we transferred ownership of a property in Oslo, Norway, and the related non-recourse mortgage loan, which had an aggregate net asset carrying value of approximately $27.0 million and mortgage principal outstanding of $45.7 million, respectively, on the date of transfer, to a buyer, resulting in a net gain of $14.5 million (we also transferred cash on hand of $6.3 million to the lender and wrote off $2.1 million of working capital). Additionally, in accordance with ASC 830-30-40, Foreign Currency Matters, we reclassified an aggregate of $40.5 million of net foreign currency translation losses from Accumulated other comprehensive loss to Loss on sale of real estate, net (as an increase to Loss on sale of real estate, net), since the sale represented a disposal of all of our investments denominated in Norwegian krone (Note 2, Note 10).

In connection with the sale of a property in Poland in March 2025, and in accordance with ASC 830-30-40, Foreign Currency Matters, we reclassified an aggregate of $1.1 million of net foreign currency translation losses from Accumulated other comprehensive loss to Loss on sale of real estate, net (as an increase to Loss on sale of real estate, net), since the sale represented a disposal of all of our investments denominated in euros (Note 2, Note 10).

2024 — During the three and nine months ended September 30, 2024, we soldtwo andeight properties, respectively, for total proceeds, net of selling costs, of $79.1 million and $274.3 million, respectively, and recognized a net loss on these sales totaling $0.6 million and net gain on these sales totaling $23.6 million, respectively (inclusive of income taxes totaling $0.1 million recognized upon sale during the nine months ended September 30, 2024).

In April 2024, we transferred ownership of a property in Warrenville, Illinois, and the related non-recourse mortgage loan, which had an aggregate net asset carrying value of approximately $19.3 million and mortgage principal outstanding of $19.8 million, respectively, on the date of transfer, to the mortgage lender, resulting in a net loss of $1.0 million (we also wrote off $1.4 million of working capital).

In April 2024, we transferred ownership of a property in Tempe, Arizona, and the related non-recourse mortgage loan, which had an aggregate net asset carrying value of approximately $13.3 million and mortgage principal outstanding of $13.2 million, respectively, on the date of transfer, to the mortgage lender, resulting in a net loss of $1.3 million (we also wrote off $1.2 million of working capital).

Note 13. Subsequent Events

Lease Termination Payment

In October 2025, we collected a $13.0 million lease termination payment in connection with a lease termination agreement entered into during September 2025 (Note 4).

Net Lease Office Properties 9/30/2025 10-Q –22

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