Net Lease Office Properties
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
Contents
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, 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.
Net Lease Office Properties 9/30/2026 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 2025 Annual Report.
At both September 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):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Land, buildings and improvements | $37,917 | $37,917 |
| In-place lease intangible assets and other | 9,685 | 9,685 |
| Above-market rent intangible assets | 4,338 | 4,338 |
| Accumulated depreciation and amortization | (10,807) | (8,863) |
| Total assets | 44,033 | 44,708 |
| Total liabilities | $382 | $382 |
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, 2026 | December 31, 2025 | |
|---|---|---|
| Cash and cash equivalents | $30,635 | $119,621 |
| Restricted cash (a) | 1,496 | 3,011 |
| Total cash and cash equivalents and restricted cash | $32,131 | $122,632 |
(a)Amount as of September 30, 2026 comprises funds from a tenant improvement allowance held in escrow by us, owed to a tenant related to a property that we sold (Note 12).
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, 2026 and 2025, there were no potentially dilutive securities. Therefore, basic earnings per share equals diluted earnings per share for the three and nine months ended September 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.
Net Lease Office Properties 9/30/2026 10-Q – 10
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 September 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 initially reimbursed our Advisor a base administrative amount of $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):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Administrative reimbursements (a) | $500 | $1,000 | $2,500 | $3,000 |
| Asset management fees (b) | 375 | 1,121 | 1,250 | 3,590 |
| $875 | $2,121 | $3,750 | $6,590 | |
(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.
Net Lease Office Properties 9/30/2026 10-Q – 11
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, 2026 | December 31, 2025 | |
|---|---|---|
| Accounts payable | $167 | $376 |
| Asset management fees payable | 116 | 294 |
| $283 | $670 |
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, 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 September 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):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Land | $20,281 | $26,946 |
| Buildings and improvements | 155,555 | 191,853 |
| Less: Accumulated depreciation | (53,490) | (62,658) |
| $122,346 | $156,141 |
During the nine months ended September 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 September 30, 2026 (Note 5). This property was sold during the third quarter of 2026, as described below under Dispositions of Properties.
During the nine months ended September 30, 2026, we recognized impairment charges totaling $13.6 million onthree properties, which reduced the carrying value of (i) Land, buildings and improvements by $12.8 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 on our buildings and improvements subject to operating leases was $1.4 million and $3.6 million for the three months ended September 30, 2026 and 2025, respectively, and $4.3 million and $12.2 million for the nine months ended September 30, 2026 and 2025, respectively.
Net Lease Office Properties 9/30/2026 10-Q – 12
Dispositions of Properties
During the nine months ended September 30, 2026, we disposed ofthree properties, which were classified as Land, buildings and improvements. As a result, the carrying value of our Land, buildings and improvements decreased by $27.5 million from December 31, 2025 to September 30, 2026 (Note 12). See the Assets Held for Sale, Net section below for a discussion of additional properties disposed of during the nine months ended September 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):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Lease income — fixed | $5,090 | $18,389 | $17,242 | $58,948 |
| Lease income — variable (a) | 812 | 5,710 | 2,359 | 20,051 |
| Total operating lease income | $5,902 | $24,099 | $19,601 | $78,999 |
(a)Includes (i) rent increases based on changes in the U.S. Consumer Price Index (CPI) and other comparable indices in jurisdictions in which we owned properties during 2025 and (ii) reimbursements for property taxes, insurance, and common area maintenance services.
Other Lease-Related Income
In September 2026, we entered into a lease termination agreement with a tenant at a property located in Norcross, Georgia, to terminate the lease on August 1, 2027 (the previous lease expiration date was February 28, 2031). In connection with the agreement, the tenant was obligated to pay us a lease termination fee of $1.7 million, which was collected in October 2026 and will be recognized within Other lease-related income in our consolidated statements of operations starting in the fourth quarter of 2026 through the remaining lease term (Note 13).
Other lease-related income on our consolidated statements of operations included lease termination income of $5.0 million for the three months ended September 30, 2025, and $1.0 million and $6.7 million for the nine months ended September 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 $0.4 million and $1.4 million for the three and nine months ended September 30, 2025, respectively. We sold this property in January 2026. We didnot record Other lease-related income for the three months ended September 30, 2026.
Net Lease Office Properties 9/30/2026 10-Q – 13
Assets Held for Sale, Net
Below is a summary of our properties held for sale (in thousands):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Land, buildings and improvements | $12,916 | $101,416 |
| In-place lease intangible assets and other | 3,784 | 80,067 |
| Above-market rent intangible assets | — | 13,323 |
| Accumulated depreciation and amortization | (10,983) | (98,537) |
| Assets held for sale, net | $5,717 | $96,269 |
| Below-market rent intangible liabilities, net (a) | $383 | $— |
(a)Included within Accounts payable, accrued expenses and other liabilities on our consolidated balance sheets.
As of September 30, 2026, we hadone property classified as held for sale, which was sold in October 2026 (Note 13). As of December 31, 2025, we hadfour properties classified as held for sale, all of which 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.
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 2026, the tenant terminated the purchase agreement, and as a result, we recorded an allowance for credit losses of $11.0 million on the property during the nine months ended September 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. This property was sold during the third quarter of 2026 (Note 4, Note 12).
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 nine months ended September 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 September 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 nine months ended September 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 Lease Office Properties 9/30/2026 10-Q – 14
Net investments in sales-type leases is summarized as follows (in thousands):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Lease payments receivable (a) | $— | $47,726 |
| — | 47,726 | |
| Less: unearned income | — | (1,033) |
| Less: allowance for credit losses (b) | — | (4,815) |
| $— | $41,878 |
(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 nine months ended September 30, 2026, the tenant at the property terminated the purchase agreement (as a result of unresolved maintenance work), and the property was reclassified as a net-lease property, as described above. This property was sold during the third quarter of 2026 (Note 4, Note 12).
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):
| Number of Tenants / Obligors at · Carrying Value at | ||||
|---|---|---|---|---|
| Internal Credit Quality Indicator | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 |
| 1 | — | 1 | $— | $37,950 |
| 2 | — | — | — | — |
| 3 | — | 1 | — | 8,743 |
| 4 | — | — | — | — |
| 5 | — | — | — | — |
| $— | $46,693 | |||
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.
Net Lease Office Properties 9/30/2026 10-Q – 15
Intangible assets and liabilities are summarized as follows (in thousands):
| September 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
| Finite-Lived Intangible Assets | ||||||
| In-place lease | $35,839 | $(27,236) | $8,603 | $45,160 | $(33,060) | $12,100 |
| Above-market rent | 7,314 | (4,480) | 2,834 | 10,760 | (7,208) | 3,552 |
| Total intangible assets | $43,153 | $(31,716) | $11,437 | $55,920 | $(40,268) | $15,652 |
| Finite-Lived Intangible Liabilities | ||||||
| Below-market rent | $(2,237) | $1,348 | $(889) | $(4,495) | $2,505 | $(1,990) |
| Total intangible liabilities | $(2,237) | $1,348 | $(889) | $(4,495) | $2,505 | $(1,990) |
See Note 5 for a description of intangible assets and liabilities reclassified from net investments in sales-type leases during the nine months ended September 30, 2026. Net amortization of intangibles was $0.7 million and $5.5 million for the three months ended September 30, 2026 and 2025, respectively, and $3.1 million and $16.4 million for the nine months ended September 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.
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):
| September 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Level | Carrying Value | Fair Value | Carrying Value | Fair Value | |
| Non-recourse mortgage (a) | 3 | $— | $— | $21,900 | $21,900 |
(a)The estimated fair value of our non-recourse mortgage loan was equal to its carrying value as of December 31, 2025, since the loan maturity date was during 2026. Our final non-recourse mortgage loan was repaid in August 2026 (Note 8).
We estimated that our other financial assets and liabilities had fair values that approximated their carrying values at both September 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.
Net Lease Office Properties 9/30/2026 10-Q – 16
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):
| Three Months Ended September 30, | |||||
|---|---|---|---|---|---|
| 2026 · 2025 | |||||
| Fair Value Measurements · Impairment Charges · Fair Value Measurements · Impairment Charges | |||||
| Impairment Charges | |||||
| Real estate | $4,900 | $6,468 | $70,665 | $50,892 | |
| $6,468 | $50,892 | ||||
| Nine Months Ended September 30, | |||||
|---|---|---|---|---|---|
| 2026 · 2025 | |||||
| Fair Value Measurements · Impairment Charges · Fair Value Measurements · Impairment Charges | |||||
| Impairment Charges | |||||
| Real estate | $17,476 | $13,561 | $184,603 | $133,629 | |
| $13,561 | $133,629 | ||||
Impairment charges, and their related triggering events and fair value measurements, recognized during the three and nine months ended September 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 nine months ended September 30, 2026, we recognized an impairment charge of $6.1 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:
Cash flow discount rate of 9.0% commencing on October 1, 2026 and ending at lease expiration; and
Residual value discount rate of 9.0% commencing on October 1, 2026 and ending on an assumed future sale date.
In addition, during the three and nine months ended September 30, 2026, we recognized impairment charges totaling $0.4 million and $7.5 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.
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. 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).
Net Lease Office Properties 9/30/2026 10-Q – 17
Additionally, during 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%;
Property residual value of $35.90 per square foot, based on comparable dispositions;
Future sale value discount rate of 8.0%; and
Terminal capitalization rate of 8.5%.
In addition, during 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, less costs to sell. All of these properties were sold during 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
On August 31, 2026, we repaid our final non-recourse mortgage loan, which had $21.9 million of outstanding principal as of December 31, 2025, and which (i) had a fixed base interest rate of 7.0% and (ii) accrued default interest at an annual rate of 5.0% since the original maturity date of July 6, 2026. We recognized a loss on extinguishment of debt of $0.5 million in connection with this repayment (comprising repayment costs), which is included in Other gains and (losses) in the consolidated statements of operations.
Note 9. Commitments and Contingencies
At September 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 September 30, 2026 and December 31, 2025.
Net Lease Office Properties 9/30/2026 10-Q – 18
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.
On November 4, 2026, our Board of Trustees declared a special cash distribution of $1.50 per share, totaling approximately $22.2 million. The distribution will be paid on December 1, 2026 to shareholders of record as of November 16, 2026 (Note 13).
Earnings Per Share
The following table summarizes basic and diluted earnings (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net (loss) income — basic and diluted | $(649) | $(64,161) | $18,155 | $(145,209) |
| Weighted-average shares outstanding – basic and diluted | 14,814,075 | 14,814,075 | 14,814,075 | 14,814,075 |
For the three and nine months ended September 30, 2026 and 2025, there were no potentially dilutive securities. Therefore, basic earnings per share equals diluted earnings per share for the three and nine months ended September 30, 2026 and 2025.
Reclassifications Out of Accumulated Other Comprehensive Loss
We did not have Accumulated other comprehensive loss as of September 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):
| Three Months Ended September 30, 2025 | ||
|---|---|---|
| Foreign Currency Translation Adjustments | Total | |
| 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) | 40,517 | 40,517 |
| Total | 40,517 | 40,517 |
| Net current period other comprehensive income | 40,323 | 40,323 |
| Ending balance | $— | $— |
Net Lease Office Properties 9/30/2026 10-Q – 19
| Nine Months Ended September 30, 2025 | ||
|---|---|---|
| Foreign Currency Translation Adjustments | Total | |
| 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) | 41,630 | 41,630 |
| Total | 41,630 | 41,630 |
| Net current period other comprehensive income | 40,157 | 40,157 |
| Ending balance | $— | $— |
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 nine months ended September 30, 2026 and 2025.
Current income tax expense was less than $0.1 million for both the three months ended September 30, 2026 and 2025, and $0.1 million and $0.2 million for the nine months ended September 30, 2026 and 2025, respectively.
No deferred income tax benefit was recorded for the three and nine months ended September 30, 2026 and 2025.
Note 12. Property Dispositions
Our property dispositions are also discussed in Note 4 and Note 5.
2026 — During the three and nine months ended September 30, 2026, we soldtwo andeight properties, respectively, for total proceeds, net of selling costs, of $26.4 million and $154.4 million, respectively, and recognized net gains on these sales totaling $5.5 million and $38.6 million, respectively. The gain on sale for the three and nine months ended September 30, 2026 is net of $(1.8) million of funds from a tenant improvement allowance held in escrow by us, owed to a tenant related to a property that we sold, $(0.3) million of which was released during the third quarter of 2026. Additionally, these proceeds for the nine months ended September 30, 2026 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 for the nine months ended September 30, 2026 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.
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).
Net Lease Office Properties 9/30/2026 10-Q – 20
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 nine months ended September 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
Disposition
In October 2026, we sold a property located in Quincy, Massachusetts, for gross proceeds of $6.6 million. This property was classified as held for sale as of September 30, 2026 (Note 4).
Lease Termination Payment
In October 2026, we collected a $1.7 million lease termination payment in connection with a lease termination agreement entered into during September 2026 (Note 4).
Special Cash Distribution
On November 4, 2026, our Board of Trustees declared a special cash distribution of $1.50 per share, totaling approximately $22.2 million. The distribution will be paid on December 1, 2026 to shareholders of record as of November 16, 2026 (Note 10).
Net Lease Office Properties 9/30/2026 10-Q – 21
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.