Net Lease Office Properties

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, 2025, which are included in the 2025 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.

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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 2025 Annual Report.

At both June 30, 2026 and December 31, 2025, 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):

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):

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 six months ended June 30, 2026 and 2025, there were no potentially dilutive securities. Therefore, basic earnings per share equals diluted earnings per share for the three and six months ended June 30, 2026 and 2025.

Reclassifications

In the first quarter of 2026, we reclassified restricted cash to be included within Other assets, net on our consolidated balance sheets. Prior period balances have been reclassified to conform to the current period presentation.

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Foreign Currency Translation and Transaction Gains and Losses

During the year ended December 31, 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 June 30, 2026 and December 31, 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 fully 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 November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 requires all public business entities to provide additional disclosure of the nature of expenses included in the consolidated statements of operations. ASU 2024-03 is effective for public business entities (including emerging growth companies, since there is not a different transition date for private companies) for annual periods beginning after December 15, 2026 and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In December 2023, the FASB issued 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 entities other than public business entities (including emerging growth companies) for annual periods beginning after December 15, 2025. The Company is an emerging growth company and plans to adopt this standard for the annual period beginning January 1, 2026 on a prospective basis, 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 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. In May 2026, a reduction in the base administrative reimbursement to our Advisor was agreed upon and approved by our Board of Trustees; effective July 1, 2026, the reimbursement is $2.0 million annually instead of $4.0 million annually.

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):

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

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

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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):

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 six months ended June 30, 2026, we paid property insurance premiums totaling $0.6 million, of which $0.1 million was paid to our Advisor, covering the annual period commencing May 1, 2026. 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 June 30, 2026, 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 and Assets Held for Sale

Land, Buildings and Improvements

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

During the six months ended June 30, 2026, we reclassified a property classified as a net investment in sales-type lease within Net investments in finance leases to Land, buildings and improvements since an agreement to sell the property to its tenant was terminated. As a result, the carrying value of our Land, buildings and improvements increased by $16.2 million from December 31, 2025 to June 30, 2026 (Note 5).

During the six months ended June 30, 2026, we recognized an impairment charge onone property, which reduced the carrying value of (i) Land, buildings and improvements by $6.3 million, (ii) In-place lease intangible assets and other by $1.4 million, and (iii) Below-market rent intangible liabilities, net by $0.6 million (Note 7).

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was $1.5 million and $4.3 million for the three months ended June 30, 2026 and 2025, respectively, and $2.9 million and $8.6 million for the six months ended June 30, 2026 and 2025, respectively.

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Dispositions of Properties

During the six months ended June 30, 2026, we disposed ofone property, which was classified as Land, buildings and improvements. As a result, the carrying value of our Land, buildings and improvements decreased by $8.2 million from December 31, 2025 to June 30, 2026 (Note 12). See the Assets Held for Sale, Net section below for a discussion of additional properties disposed of during the six months ended June 30, 2026.

Leases

Operating Lease Income

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

(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

Other lease-related income on our consolidated statements of operations included lease termination income of $0.9 million for the three months ended June 30, 2025, and $1.0 million and $1.7 million for the six months ended June 30, 2026 and 2025, respectively.

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 $0.5 million and $1.0 million for the three and six months ended June 30, 2025, respectively. We sold this property in January 2026. We didnot record Other lease-related income for the three months ended June 30, 2026.

Assets Held for Sale, Net

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

As of December 31, 2025, we hadfour properties classified as held for sale. These properties were sold during the first quarter of 2026 (Note 12).

Note 5. Finance Receivables

Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our Net investments in finance leases. Operating leases are not included in finance receivables.

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Net Investments in Sales-Type Leases

In October 2025, we reclassified a net-lease property located in Dallas, Texas, to net investments in sales-type leases totaling $33.1 million on our consolidated balance sheets as of December 31, 2025 (based on the estimated purchase price, less allowance for credit losses of $4.8 million) in accordance with ASC 842, Leases, since the property was expected to be sold to the tenant occupying the property, resulting in a lease modification. During the first quarter of 2026, the tenant indicated that it would terminate the purchase agreement (as a result of unresolved maintenance work) and vacate the property upon lease expiration on June 30, 2026, which represented a termination of a sales-type lease. As a result, we recorded an allowance for credit losses of $11.0 million on the property during the six months ended June 30, 2026 (which was included in Other gains and (losses) on our consolidated statements of operations), to reclassify the asset to the lower of its carrying value and estimated fair value, which was $16.6 million, in accordance with ASC 326, Financial Instruments – Credit Losses. This allowance for credit losses was net of certain accruals and a non-refundable deposit that the tenant surrendered in connection with the termination of the purchase agreement, totaling $5.5 million, which were included in Accounts payable, accrued expenses and other liabilities as of December 31, 2025. In connection with this transaction, we reclassified the following amounts from Net investments in finance leases: (i) $16.2 million to Land, buildings and improvements, (ii) $0.5 million to In-place lease intangible assets and other, and (iii) $0.1 million to Below-market rent intangible liabilities, net.

In December 2025, we reclassified a net-lease property located in Raleigh, North Carolina, to net investments in sales-type leases totaling $8.7 million on our consolidated balance sheets (based on the estimated purchase price) in accordance with ASC 842, Leases, since the property was expected to be sold to the tenant occupying the property, resulting in a lease modification. During the six months ended June 30, 2026, we completed the sale of this property. As a result, the carrying value of Net investments in finance leases decreased by $8.7 million from December 31, 2025 to June 30, 2026.

Earnings from our net investments in sales-type leases are included in Income from finance leases in the consolidated financial statements, and totaled $0.6 million for the six months ended June 30, 2026. Prior to these reclassifications to net investments in sales-type leases, earnings from these investments were recognized in Lease revenues in the consolidated financial statements.

Net investments in sales-type leases is summarized as follows (in thousands):

(a)Includes estimated purchase price and total rents owed.

(b)As of December 31, 2025, we recorded an allowance for credit loss on a net investment in sales-type lease, reflecting the possibility that the sale was not completed due to unresolved maintenance work at the property. During the six months ended June 30, 2026, the tenant at the property indicated that it would terminate the purchase agreement (as a result of unresolved maintenance work), and the property was reclassified as a net-lease property, as described above.

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Credit Quality of Finance Receivables

We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates a range of inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly.

A summary of our finance receivables by internal credit quality rating, excluding our allowance for credit losses, is as follows (dollars in thousands):

Note 6. 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):

See Note 5 for a description of intangible assets and liabilities reclassified from net investments in sales-type leases during the six months ended June 30, 2026. Net amortization of intangibles, including the effect of foreign currency translation, was $1.2 million and $5.5 million for the three months ended June 30, 2026 and 2025, respectively, and $2.4 million and $10.9 million for the six months ended June 30, 2026 and 2025, 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.

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Note 7. 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, 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.

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

(a)We determined the estimated fair value of our non-recourse mortgage 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. As of June 30, 2026, we determined that the estimated fair value of the mortgage loan was equal to the fair value of the property encumbered by the loan (Note 5). This non-recourse mortgage loan, which has a maturity date of July 6, 2026, has not been repaid as of the date of this Report (Note 13)

We estimated that our other financial assets and liabilities had fair values that approximated their carrying values at both June 30, 2026 and December 31, 2025.

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 2025 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 (classified as Level 3) (in thousands):

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Impairment charges, and their related triggering events and fair value measurements, recognized during the three and six months ended June 30, 2026 and 2025, were as follows:

Real Estate

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

2026 — During the three and six months ended June 30, 2026, we recognized an impairment charge of $7.1 million onone property in order to reduce its carrying value to its estimated fair value, which approximated its estimated selling price, less costs to sell.

2025 — During the three and six months ended June 30, 2025, we recognized an impairment charge of $81.6 million on a property in Houston, Texas, leased to KBR. 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 estimated fair value. 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;

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

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

This property was classified as held for sale as of December 31, 2025 (Note 4) and sold in January 2026 (Note 12).

Additionally, during the three and six months ended June 30, 2025, we recognized impairment charges totaling $0.3 million and $1.2 million onone andtwo properties, respectively, in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices, less costs to sell. One of these properties was sold in May 2025 andone was sold in July 2025.

Note 8. Debt

Debt Facility

In April 2025, we fully repaid a mezzanine loan facility with an original principal balance of $120.0 million (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 Mortgage

At both June 30, 2026 and December 31, 2025, our non-recourse mortgage is a mortgage note payable (which is collateralized by the assignment of a real estate property that was leased to Intuit as of June 30, 2026 but is vacant as of the date of this Report), with a fixed interest rate of 7.0% and maturity date of July 2026. This non-recourse mortgage loan was not repaid on its maturity date of July 6, 2026, 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 7.0% (Note 13).

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Scheduled Mortgage Debt Principal Payments

Scheduled mortgage debt principal payments as of June 30, 2026 are as follows (in thousands):

(a)This non-recourse mortgage loan, which has a maturity date of July 6, 2026, has not been repaid as of the date of this Report (Note 13).

Note 9. Commitments and Contingencies

At June 30, 2026, 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 2025 Annual Report. There wereno stock-based compensation awards outstanding as of June 30, 2026 and December 31, 2025.

Equity

Special Cash Distributions

In December 2025, our Board of Trustees declared a special cash distribution of $5.10 per share, totaling approximately $75.6 million. The distribution was paid on January 20, 2026 to shareholders of record as of January 2, 2026.

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.

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.

Earnings Per Share

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

For the three and six months ended June 30, 2026 and 2025, there were no potentially dilutive securities. Therefore, basic earnings per share equals diluted earnings per share for the three and six months ended June 30, 2026 and 2025.

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Reclassifications Out of Accumulated Other Comprehensive Loss

We did not have Accumulated other comprehensive loss as of June 30, 2026 or December 31, 2025. The following tables present a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands):

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 as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state and local 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 six months ended June 30, 2026 and 2025.

Current income tax expense was less than $0.1 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and less than $0.1 million and $0.2 million for the six months ended June 30, 2026 and 2025, respectively.

No deferred income tax benefit was recorded for the three and six months ended June 30, 2026 and 2025.

Note 12. Property Dispositions

Our property dispositions are also discussed in Note 4 and Note 5.

2026 — During the six months ended June 30, 2026, we soldsix properties, for total proceeds, net of selling costs, of $128.0 million, and recognized net gains on these sales totaling $33.2 million. These proceeds exclude a $20.0 million deposit received during the fourth of quarter of 2025 related to a disposition in January 2026. In addition, these proceeds and gain on sale include an unused tenant improvement allowance returned to us by the buyer of a property that we sold during 2025 and certain other amounts totaling $0.5 million for the three and six months ended June 30, 2026. We did not sell any properties during the three months ended June 30, 2026.

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2025 — During the three and six months ended June 30, 2025, we soldone andthree properties, respectively, for total proceeds, net of selling costs, of $16.3 million and $25.4 million, respectively, and recognized net gains (losses) on these sales totaling $0.1 million and $(0.9) million, respectively.

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).

In addition, the estimated purchase price of a property classified as held for sale as of June 30, 2025 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 three and six months ended June 30, 2025, reflecting the updated estimated purchase price, in accordance with ASC 360, Property, Plant, and Equipment. This property was sold in December 2025.

Note 13. Subsequent Events

Non-Recourse Mortgage Non-Payment

Our remaining non-recourse mortgage loan, with an outstanding principal balance of $21.9 million, was not repaid on its maturity date of July 6, 2026, 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 encumbers a property that was leased to Intuit as of June 30, 2026 but is vacant as of the date of this Report. In addition, 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 7.0% (Note 8).

Lease Amendments

In July 2026, we entered into lease amendments with Grande Communications forfour of thefive properties it occupies in Texas to (i) extend the lease expiration from August 31, 2028 to June 30, 2041 and (ii) reduce ABR from $2.2 million to $1.8 million (commencing July 1, 2026). In addition, we entered into a lease termination for the fifth property occupied by Grande Communications to terminate the lease effective January 31, 2027 (ABR is $0.2 million and the previous lease expiration was August 31, 2028).

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