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Net Lease Office Properties

For the period ended Mar 31, 2026. Filed May 7, 2026.

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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.

Mar 31, 2026 · Filed May 7, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

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 129 previous paragraphs and 113 current paragraphs.

64 unchanged; 31 reworded; 15 added; 32 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 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 (15)

Current report

Since January 1, 2025, we have disposed of 21 properties for total proceeds, net of selling costs, of $339.8 million, which has resulted in significant declines in our revenues, expenses, net cash provided by operating activities, FFO, and AFFO.

Current report

FFO decreased for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to the impact of disposition activity and a non-cash allowance for credit loss recorded on a net investment in a sales-type lease during the current year period (Note 5), partially offset by lower interest expense.

Current report

In May 2026, our Board of Trustees approved a reduction in the base administrative reimbursement to our Advisor from $4.0 million annually to $2.0 million annually, effective July 1, 2026 (Note 13). Such reimbursements are included in general and administrative expenses.

Current report

For the three months ended March 31, 2026, other gains and (losses) of $10.2 million primarily comprised (i) a non-cash allowance for credit loss on a sales-type lease of $(11.0) million (Note 5) and (ii) interest income on our cash deposits of $0.8 million.

Current report

For the three months ended March 31, 2025, other gains and (losses) of $0.4 million primarily comprised interest
Removed paragraphs (32)

Previous report

•In September 2025, we disposed of an international property by transferring ownership to a buyer, in satisfaction of the non-recourse mortgage loan encumbering the property for $45.7 million (Note 12).

Previous report

•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 (Note 4). 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.

Previous report

•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 (Note 8).

Previous report

•During the nine months ended September 30, 2025, we prepaid three non-recourse mortgage loans totaling $24.5 million with a weighted-average interest rate of 5.8% (Note 8).

Previous report

FFO increased for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, primarily due to lower interest expense, partially offset by the impact of disposition activity. In addition, we recognized higher other lease-related income during the three months ended September 30, 2025 as compared to the same period in 2024.

Previous report

AFFO increased for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, primarily due to lower interest expense, partially offset by the impact of disposition activity. In addition, we recognized higher other lease-related income during the three months ended September 30, 2025 as compared to the same period in 2024.

Previous report

(a)Excludes 570,999 of operating square footage for a parking garage associated with the KBR, Inc. property in Houston, Texas.

Previous report

For the three months ended September 30, 2025, other gains and (losses) of $1.0 million were primarily comprised of (i) interest income on our cash deposits of $0.6 million and (ii) a gain of $0.4 million related to a forfeited deposit on a potential disposition.

Previous report

For the three months ended September 30, 2024, other gains and (losses) of $0.4 million were primarily comprised of (i) interest income on our cash deposits of $0.7 million, (ii) net realized and unrealized gains on foreign currency exchange rate movements of $0.1 million, and (iii) net realized and unrealized losses on our interest rate cap derivative of $(0.4) million.

Previous report

For the nine months ended September 30, 2025, other gains and (losses) of $2.1 million were primarily comprised of (i) interest income on our cash deposits of $1.4 million, (ii) a gain of $0.4 million related to a forfeited deposit on a potential disposition,(iii) escrow refund related to facility improvements of $0.4 million, and (iv) loss on extinguishment of debt of $(0.2) million primarily related to the full repayment of the NLOP Mezzanine Loan in April 2025 (Note 8).

Previous report

For the nine months ended September 30, 2024, other gains and (losses) of $(0.1) million were primarily comprised of (i) net realized and unrealized losses on our interest rate cap derivative of $(1.0) million (Note 7), (ii) net realized and unrealized losses on foreign currency exchange rate movements of $(0.5) million, (iii) a loss on extinguishment of debt of $(0.3) million, and (iv) interest income on our cash deposits of $1.7 million.

Previous report

For the three and nine months ended September 30, 2025 as compared to the same periods in 2024, provision for income taxes decreased by $0.5 million and $0.6 million, respectively, primarily due to net income recognized on a taxable entity during the prior year periods and the impact of international property dispositions.

Previous report

(a)Aggregate debt balance includes unamortized discount, net, totaling $1.8 million and unamortized deferred financing costs totaling $1.0 million as of December 31, 2024.

Previous report

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

Previous report

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 (Note 8).

Previous report

Effective July 4, 2025, certain changes to U.S. tax law were approved that may impact us and our shareholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Code, (ii) increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization, and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

Previous report

Net Lease Office Properties 9/30/2025 10-Q –31

Previous report

Net Lease Office Properties 9/30/2025 10-Q –32

Previous report

(a)Amount for the nine months ended September 30, 2025 includes an impairment charge of $81.6 million recognized on the KBR, Inc. property in Houston, Texas (Note 6).

Previous report

(b)Amounts for the three and nine months ended September 30, 2025 include loss on sale of real estate of $40.5 million and $41.6 million, respectively, comprising foreign currency translation adjustments reclassified from accumulated other comprehensive income to net loss since we exited all investments denominated in the Norwegian krone during the third quarter of 2025 and the euro during the first quarter of 2025 (Note 2, Note 12).

Previous report

Net Lease Office Properties 9/30/2025 10-Q –33
Reworded paragraphs (31)

Previous wording

During the nine months ended September 30, 2025 and through the date of this Report, we completed the following (as further described in the consolidated financial statements):

Current wording

During the three months ended March 31, 2026 and through the date of this Report, we completed the following (as further described in the consolidated financial statements):

Previous wording

•During the nine months ended September 30, 2025, we sold six properties for total proceeds, net of selling costs, of $71.3 million (Note 12).

Current wording

•During the three months ended March 31, 2026, we sold six properties for total proceeds, net of selling costs, of $127.5 million (Note 12). These proceeds exclude a $20.0 million deposit received during the fourth of quarter of 2025 related to the disposition of a property in January 2026 located in Houston, Texas, and leased to KBR, our largest tenant by ABR as of December 31, 2025.

Previous wording

•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 (Note 10). Future special cash distributions will be at the discretion of our Board of Trustees and will depend upon, among other things, our actual and anticipated results of operations and liquidity, which will be affected by various factors, including the timely receipt of rental income from our portfolio; the timing of and proceeds from asset sales; our operating expenses (including management fees); capital expenditures for our portfolio; our current intention to maintain our qualification as a REIT; and other factors which may be outside of our control. There can be no assurance as to the amount or timing of future distributions.

Current wording

•Future special cash distributions will be at the discretion of our Board of Trustees and will depend upon, among other things, our actual and anticipated results of operations and liquidity, which will be affected by various factors, including the timely receipt of rental income from our portfolio; the timing of and proceeds from asset sales; our operating expenses (including management fees); capital expenditures for our portfolio; our current intention to maintain our qualification as a REIT; and other factors which may be outside of our control. There can be no assurance as to the amount or timing of future distributions.

Previous wording

(a)Amount for the nine months ended September 30, 2024 includes $10.3 million of proceeds from the sale of a net investment in sales-type lease. Such proceeds are included within Net cash provided by operating activities in accordance with ASC 842, Leases.

Current wording

(a)Amount for the three months ended March 31, 2026 includes $8.0 million of proceeds from the sale of a net investment in sales-type lease (Note 5). Such proceeds are included within Net cash provided by operating activities in accordance with ASC 842, Leases.

Previous wording

Total revenues decreased for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, primarily due to the impact of disposition activity and tenant vacancies at certain properties. In addition, we recognized higher other lease-related income during the three months ended September 30, 2025 as compared to the same period in 2024.

Current wording

Total revenues decreased for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to the impact of disposition activity.

Previous wording

Net loss attributable to NLOP increased for the three and nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to significantly higher impairment charges and higher loss on sale of real estate, partially offset by lower interest expense. See Note 6 for information on impairment charges recorded during the reporting period.

Current wording

Net income attributable to NLOP increased for the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to higher gain on sale of real estate and lower interest expense, partially offset by the impact of disposition activity and a non-cash allowance for credit loss recorded on a net investment in a sales-type lease during the current year period (Note 5).

Previous wording

(a)Excludes 570,999 of operating square footage for a parking garage at a domestic property.

Current wording

(a)Excludes 570,999 of operating square footage for a parking garage at a domestic property as of December 31, 2025. This property was sold in January 2026 (Note 12).

Previous wording

For the three and nine months ended September 30, 2025 as compared to the same periods in 2024, lease revenues decreased by $5.9 million and $24.4 million, respectively, primarily due to disposition activity and tenant vacancies at certain properties.

Current wording

For the three months ended March 31, 2026 as compared to the same period in 2025, lease revenues decreased by $20.1 million, primarily due to disposition activity.

Previous wording

For the nine months ended September 30, 2025 as compared to the same period in 2024, income from direct finance leases decreased by less than $0.1 million, primarily due to the disposition of our remaining property classified as net investments in sales-type lease during the first quarter of 2024 (Note 4).

Current wording

For the three months ended March 31, 2026 as compared to the same period in 2025, income from direct finance leases increased by $0.6 million, primarily due to the reclassification of two net-lease assets to net investments in sales-type leases during the fourth quarter of 2025. During the first quarter of 2026, one of these assets was sold and one was reclassified as a net-lease property (Note 5).

Previous wording

For the three and nine months ended September 30, 2025 as compared to the same periods in 2024, depreciation and amortization expense decreased by $3.4 million and $17.1 million, respectively, primarily due to the impact of disposition activity and accelerated amortization of intangible assets in connection with a lease restructuring during the nine months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026 as compared to the same period in 2025, depreciation and amortization expense decreased by $7.4 million, primarily due to the impact of disposition activity.

Previous wording

For the three months ended September 30, 2025 as compared to the same period in 2024, general and administrative expenses decreased by $0.2 million, primarily due to lower professional fees.

Current wording

For the three months ended March 31, 2026 as compared to the same period in 2025, general and administrative expenses increased by $0.1 million, primarily due to the timing of certain investor relations expenses.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the same periods in 2024, property expenses, excluding reimbursable tenant costs, decreased by $1.1 million and $1.3 million, respectively, primarily due to the impact of disposition activity, partially offset by tenant vacancies (which resulted in property expenses no longer being reimbursable).

Current wording

For the three months ended March 31, 2026 as compared to the same period in 2025, property expenses, excluding reimbursable tenant costs, decreased by $1.8 million, primarily due to the impact of disposition activity.

Previous wording

For three and nine months ended September 30, 2025 as compared to the same periods in 2024, reimbursable tenant costs decreased by $1.5 million and $2.2 million, respectively, primarily due to the impact of dispositions, as well as lower real estate taxes and maintenance costs at certain properties.

Current wording

For the three months ended March 31, 2026 as compared to the same period in 2025, reimbursable tenant costs decreased by $5.5 million, primarily due to the impact of disposition activity.

Previous wording

Asset management fees paid to our Advisor are calculated based on the ABR of properties in our portfolio and are being proportionately reduced each month following the disposition of each portfolio property (Note 3).

Current wording

Asset management fees paid to our Advisor are calculated based on the ABR of properties in our portfolio and are being proportionately reduced following the disposition of each portfolio property (Note 3).

Previous wording

For the three and nine months ended September 30, 2025 as compared to the same periods in 2024, asset management fees decreased by $0.3 million and $1.3 million, respectively, due to the impact of disposition activity.

Current wording

For the three months ended March 31, 2026 as compared to the same period in 2025, asset management fees decreased by $0.8 million, due to the impact of disposition activity.

Previous wording

(Loss) gain on sale of real estate, net, consists of loss or gain on (i) the sale of properties that were disposed of, (ii) properties included in assets held for sale and subject to a revised estimated purchase price, or (iii) the reclassification of foreign currency translation adjustments from accumulated other comprehensive income to net loss since we exited all investments denominated in a currency (which totaled losses of $40.5 million and $41.6 million for the three and nine months ended September 30, 2025, respectively), as more fully described in Note 2, Note 4, and Note 12.

Current wording

Gain (loss) gain on sale of real estate, net, consists of gain or loss on the sale of properties that were disposed of during the reporting period, as more fully described in Note 4, Note 5, and Note 12.

Previous wording

Interest expense is comprised of interest on Non-recourse mortgages, our NLOP Mortgage Loan, and our NLOP Mezzanine Loan. Our NLOP Mortgage Loan was fully repaid in December 2024 and our NLOP Mezzanine Loan was fully repaid in April 2025 (Note 8).

Current wording

Interest expense comprises interest on our non-recourse mortgages and our NLOP Mezzanine Loan. Our NLOP Mezzanine Loan was fully repaid in April 2025 (Note 8).

Previous wording

For the three and nine months ended September 30, 2025 as compared to the same periods in 2024, interest expense decreased by $10.1 million and $48.5 million, respectively, primarily due to repayments of our debt since January 1, 2024 (Note 8).

Current wording

For the three months ended March 31, 2026 as compared to the same period in 2025, interest expense decreased by $5.4 million, primarily due to repayments of our debt since January 1, 2025 (Note 8).

Previous wording

We use the cash flow generated from our investments primarily to meet our operating expenses, capital expenditures, and debt service. Our cash flows fluctuate periodically due to a number of factors, which may include, among other things: the timing of capital expenditures and sales of real estate; the timing of the repayment of debt and receipt of lease revenues; the timing and amount of other lease-related payments; and the timing of advisory fees and reimbursements paid to our Advisor. Despite these fluctuations, we believe that we will generate sufficient cash from operations to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources and proceeds from dispositions of properties in order to meet these needs. We assess our ability to access capital on an ongoing basis. The following table summarizes the changes in cash flows for the periods presented (in thousands):

Current wording

We use the cash flow generated from our investments primarily to meet our operating expenses, pay distributions to shareholders, make capital expenditures as necessary, and pay debt service. Our cash flows fluctuate periodically due to a number of factors, which may include, among other things: the timing of capital expenditures and sales of real estate; the timing of the repayment of debt and receipt of lease revenues; the timing and amount of other lease-related payments; and the timing of advisory fees and reimbursements paid to our Advisor. Despite these fluctuations, we believe that we will generate sufficient cash from operations to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources and proceeds from dispositions of properties in order to meet these needs. We assess our ability to access capital on an ongoing basis. The following table summarizes the changes in cash flows for the periods presented (in thousands):

Previous wording

Net Cash Provided by Operating Activities— Net cash provided by operating activities decreased by $19.2 million during the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to the impact of disposition activity and $10.3 million of proceeds received from the sale of a net investment in sales-type lease during the prior year period, partially offset by lower interest expense.

Current wording

Net Cash Provided by Operating Activities— Net cash provided by operating activities decreased by $6.0 million during the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to the impact of disposition activity, partially offset by $8.0 million of proceeds received from the sale of a net investment in sales-type lease during the current year period.

Previous wording

Net Cash Provided by Investing Activities— Net cash provided by investing activities decreased by $192.5 million during the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to lower proceeds from dispositions during the current year period.

Current wording

Net Cash Provided by Investing Activities— Net cash provided by investing activities increased by $110.2 million during the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher proceeds from dispositions during the current year period.

Previous wording

Net Cash Used in Financing Activities— Net cash used in financing activities decreased by $165.7 million during the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to lower payments of the NLOP Financing Arrangements and mortgage principal (following the full repayment of the NLOP Mortgage Loan during 2024 and full repayment of the NLOP Mezzanine Loan during 2025 (Note 8)), partially offset by $45.9 million of distributions paid during the current year period.

Current wording

Net Cash Used in Financing Activities— Net cash used in financing activities increased by $149.8 million during the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to $175.5 million of distributions paid during the current year period, partially offset by lower debt payments (following the full repayment of the NLOP Mezzanine Loan during 2025 (Note 8)).

Previous wording

The table below summarizes our non-recourse mortgages and NLOP Mezzanine Loan (dollars in thousands):

Current wording

The table below summarizes our non-recourse mortgage (dollars in thousands):

Previous wording

•unleveraged properties that had an aggregate asset carrying value of approximately $393.8 million at September 30, 2025, although there can be no assurance that we would be able to sell or obtain financing for these properties.

Current wording

•unleveraged properties that had an aggregate asset carrying value of approximately $161.2 million at March 31, 2026, although there can be no assurance that we would be able to sell or obtain financing for these properties.

Previous wording

As of September 30, 2025, scheduled debt principal payments total $25.2 million during the remainder of 2025 and $21.9 million during 2026 (Note 8).

Current wording

As of March 31, 2026, scheduled debt principal payments total $21.9 million during the remainder of 2026 (Note 8).

Previous wording

•making scheduled principal and balloon payments on our non-recourse mortgage debt obligations totaling $47.1 million, which are due during the next 12 months;

Current wording

•making scheduled principal and balloon payments on our non-recourse mortgage debt obligation totaling $21.9 million, which are due during the next 12 months;

Previous wording

•making scheduled interest payments on our non-recourse mortgage obligations totaling $1.5 million, which are due during the next 12 months; and

Current wording

•making scheduled interest payments on our non-recourse mortgage obligation totaling $0.5 million, which are due during the next 12 months; and

Previous wording

We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, or as alternatives to net cash provided by operating activities computed under GAAP, or as indicators of our ability to fund our cash needs.

Current wording

We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, alternatives to net cash provided by operating activities computed under GAAP, or indicators of our ability to fund our cash needs.

Previous wording

(c)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.

Current wording

(a)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.

Previous wording

(d)Primarily comprised of gains and losses on extinguishment of debt and foreign currency transactions.

Current wording

(b)Amount for the three months ended March 31, 2026 includes a non-cash allowance for credit loss recorded on a net investment in a sales-type lease of $11.0 million (Note 5). These amounts also include gains and losses on extinguishment of debt and foreign currency transactions.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

•In January 2026, our Board of Trustees declared a special cash distribution of $6.75 per share, totaling approximately $100.0 million. The distribution was paid on February 17, 2026 to shareholders of record as of January 30, 2026 (Note 10).

Current report — wording carried from elsewhere

•In March 2026, our Board of Trustees declared a special cash distribution of $3.30 per share, totaling approximately $49.0 million. The distribution was paid on April 14, 2026 to shareholders of record as of March 30, 2026 (Note 10).

Current report — wording carried from elsewhere

AFFO decreased for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to the impact of disposition activity, partially offset by lower interest expense.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

(b)Excludes 570,999 of operating square footage for a parking garage at a domestic property.

Previous report — wording carried elsewhere

(Loss) Gain on Sale of Real Estate, Net