–Successfully Closed First Phase of Multi-Tenant Portfolio Sale Resulting in $1.1 Billion of Gross Proceeds; On Track to Close Remaining Multi-Tenant Portfolio Sale by End of Q2’25

–Reduced Net Debt by $833 Million in Q1’25; Improved Net Debt to Adjusted EBITDA to 6.7x

–Repurchased 7.9 Million Shares at a Weighted Average Price of $7.50 Totaling $59 Million as of May 2, 2025

–Reaffirms 2025 Guidance

New York, May 7, 2025 - Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”), an internally managed real estate investment trust that focuses on acquiring and managing a globally diversified portfolio of strategically located commercial real estate properties, announced today its financial and operating results for the quarter ended March 31, 2025.

•Successfully closed the first phase of the sale of the multi-tenant portfolio, consisting of 59 unencumbered assets, with the net proceeds used to pay down $850 million of the Revolving Credit Facility

•Remain on track to close the remaining two phases of the multi-tenant portfolio sale, consisting of 41 encumbered assets, by the end of the second quarter 2025, after which GNL expects to begin realizing G&A savings and enhanced portfolio metrics

•Revenue was $132.4 million in first quarter 2025, compared to $147.9 million in first quarter 2024, primarily as a result of asset dispositions

•Net loss attributable to common stockholders was $200.3 million, compared to a net loss of $34.7 million in first quarter 2024, primarily caused by the timing and purchase price allocation associated with the partial completion of the multi-tenant portfolio sale

•Net loss attributable to common stockholders is expected to significantly improve upon completion of the sale of the remaining multi-tenant portfolio

•Core Funds from Operations (“Core FFO”) was $35.0 million compared to $56.6 million in first quarter 2024, primarily as a result of asset dispositions, including the multi-tenant portfolio sale

•Adjusted Funds from Operations (“AFFO”)1 was $66.2 million, or $0.29 per share, compared to $75.0 million in first quarter 2024, or $0.33 per share, primarily as a result of asset dispositions, including the multi-tenant portfolio sale

•2025 closed plus disposition pipeline totals $2.1 billion2 at a cash cap rate of 8.3% and a weighted average lease term of 5.2 years; maintains focus on using net proceeds from non-core asset sales to reduce leverage and strengthen the balance sheet

•Reduced Net Debt by $1.5 billion since first quarter 2024, including $833.2 million in first quarter 2025, improving Net Debt to Adjusted EBITDA from 8.4x to 6.7x over the same period

•As of May 2, 2025, the Company has repurchased 7.9 million shares of its outstanding common stock under its Share Repurchase Program announced in February 2025, at a weighted average price of $7.50, for a total of $59.4 million; this includes 2.4 million shares for a total of $19.4 million repurchased in first quarter 2025

•Leased over 826,000 square feet across the single-tenant portfolio, resulting in nearly $6.1 million of new straight-line rent

•Single-tenant renewal leasing spread of 8.2% with a weighted average lease term of 6.6 years; new leases completed in the single-tenant portfolio in the quarter had a weighted average lease term of 5.0 years

•Weighted average annual rent increase of 1.5% provides organic rental growth, excluding 18.7% of the portfolio with CPI-linked leases that have historically experienced significantly higher rental increases

•Sector-leading 60% of annualized straight-line rent comes from investment-grade or implied investment-grade tenants3

“The first quarter of 2025 was a pivotal period in GNL’s transformation as we took important steps to streamline our portfolio, strengthen the balance sheet, and enhance financial flexibility,” said Michael Weil, CEO of GNL. “We believe with lower leverage, greater liquidity, and disciplined execution and capital allocation, GNL is better positioned to operate more efficiently and pursue new opportunities aligned with our strategic vision. These foundational initiatives are not only aimed at improving near-term metrics, but at building lasting resilience and long-term value for shareholders. As we continue executing on our strategy, we believe these efforts will help narrow the trading gap between GNL and our net lease peers. We look forward to completing the final two phases of the multi-tenant portfolio sale in the second quarter and carrying that momentum into the second half of 2025 and beyond.”

Full Year 2025 Guidance Update4

•The Company reaffirms its 2025 AFFO per Share guidance range of $0.90 to $0.96 and Net Debt to Adjusted EBITDA range of 6.5x to 7.1x.

 

As of March 31, 2025, the Company’s portfolio of 1,045 net lease properties is located in ten countries and territories, and is comprised of 51.3 million rentable square feet. As a result of the agreement to sell 100 of the 101 properties in its former multi-tenant retail segment in connection with the Multi-Tenant Retail Disposition, the Company has determined that as of March 31, 2025, the Company operates in three remaining reportable segments based on property type: (1) Industrial & Distribution, (2) Retail (formerly known as “Single-Tenant Retail”) and (3) Office. The real estate portfolio metrics include (inclusive of the properties to be sold in the remaining two phases of the multi-tenant portfolio sale):

•95% leased (98%5 adjusting for vacant properties sold shortly after the first quarter of 2025) with a remaining weighted-average lease term of 6.3 years6

•86% of the portfolio contains contractual rent increases based on annualized straight-line rent

•60% of portfolio annualized straight-line rent derived from investment grade and implied investment grade rated tenants

•76% U.S. and Canada, 24% Europe (based on annualized straight-line rent)

•40% Industrial & Distribution, 25% Retail, 22% Office and 13% related to the remaining 41 properties in the Multi-Tenant Retail Portfolio that are expected to be sold in the second quarter of 2025 (based on an annualized straight-line rent)

Capital Structure and Liquidity Resources7

As of March 31, 2025, the Company had liquidity of $499.1 million and $1.4 billion of capacity under its revolving credit facility. The Company had net debt of $3.7 billion8, including $2.3 billion of gross mortgage debt. The Company successfully reduced its outstanding net debt balance by $833.2 million from fourth quarter 2024.

As of March 31, 2025, the percentage of debt that is fixed rate (including variable rate debt fixed with swaps) was 91%. The Company’s total combined debt had a weighted average interest rate of 4.2% (4.4% when including mortgages classified as part of discontinued operations) resulting in an interest coverage ratio of 2.5 times9. Weighted-average debt maturity was 2.7 years as of March 31, 2025.

1 While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define AFFO differently than we do. Projected AFFO per share data included in this release is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity.

2 Closed plus disposition pipeline of $2.1 billion as of May 1, 2025. Includes $1.9 billion of closed plus pipeline occupied dispositions at a cash cap rate of 8.3% and $201 million of closed plus pipeline vacant dispositions. The properties included in our disposition pipeline for such purposes include those for which we have entered into purchase and sale agreements (“PSAs”) or non-binding letters of intents (“LOIs”). There can be no assurance that the transactions contemplated by such PSAs or LOIs will be completed on the terms contemplated, if at all.

3 As used herein, “Investment Grade Rating” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied Investment Grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default. The term “parent” for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant or a guarantor. Ratings information is as of March 31, 2025. Comprised of 33.3% leased to tenants with an actual investment grade rating and 26.8% leased to tenants with an Implied Investment Grade rating based on annualized cash rent as of March 31, 2025.

4 We do not provide guidance on net income. We only provide guidance on AFFO per share and our Net Debt to Adjusted EBITDA ratio and do not provide reconciliations of this forward-looking non-GAAP guidance to net income per share or our debt to net income due to the inherent difficulty in quantifying certain items necessary to provide such reconciliations as a result of their unknown effect, timing and potential significance. Examples of such items include impairment of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions and other non-recurring expenses.

5 First quarter 2025 occupancy was temporarily impacted by the vacancy of Contractor’s Steel, a privately-owned and operated full-service steel supplier that occupied nearly 1.4 million square feet. Following their departure and subsequent to the first quarter of 2025, GNL sold all five vacant properties, which helped minimize vacancy downtime. Including the sale of these properties, GNL’s pro-forma first quarter of 2025 occupancy would be 98% compared to the 95% provided in company filings.

6 Weighted-average remaining lease term in years is based on square feet as of March 31, 2025.

7 During the three months ended March 31, 2025, the Company did not sell any shares of Common Stock or Series B Preferred Stock through its Common Stock or Series B Preferred Stock “at-the-market” programs. However, as of May 2, 2025, the Company had repurchased 7.9 million shares of its outstanding common stock under its Share Repurchase Program for a total of $59.4 million, including 2.4 million shares repurchased in the first quarter of 2025 for a net amount of $19.4 million.

8 Comprised of the principal amount of GNL's outstanding debt totaling $3.9 billion less cash and cash equivalents totaling $147.0 million, as of March 31, 2025.

9 The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter by cash paid for interest (calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net). Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations. Adjusted EBITDA and Cash Paid for Interest are Non-GAAP metrics and are reconciled below.

GNL will host a webcast and conference call on May 8, 2025 at 11:00 a.m. ET to discuss its financial and operating results. 

To listen to the live call, please go to GNL’s “Investor Relations” section of the website at least 15 minutes prior to the start of the call to register and download any necessary audio software.

Dial-in instructions for the conference call and the replay are outlined below.

Dial-In (Toll Free): 1-877-407-0792

International Dial-In: 1-201-689-8263

For those who are not able to listen to the live broadcast, a replay will be available shortly after the call on the GNL website at www.globalnetlease.com

Or dial in below:

Domestic Dial-In (Toll Free): 1-844-512-2921

International Dial-In: 1-412-317-6671

Conference Number: 13750622

*Available from 2:00 p.m. ET on May 8, 2025 through August 8, 2025.

The Company will furnish supplemental information packages with the Securities and Exchange Commission (the “SEC”) to provide additional disclosure and financial information. Once posted, the supplemental package can be found under the “Presentations” tab in the Investor Relations section of GNL’s website at www.globalnetlease.com and on the SEC website at www.sec.gov. 

Global Net Lease, Inc. is a publicly traded real estate investment trust listed on the NYSE, which focuses on acquiring and managing a global portfolio of income producing net lease assets across the United States, United Kingdom, and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.

The statements in this press release that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks that any potential future acquisition or disposition (including the proposed closing of the encumbered properties portion of the multi-tenant portfolio) by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

Investors and Media:

Email: investorrelations@globalnetlease.com

Phone: (332) 265-2020

 

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[1] Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.

[2] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with our former advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.

__________

[1] For AFFO purposes, we add back unrealized (gain) loss. For the three months ended March 31, 2025, loss on derivative instruments was $3.9 million, which consisted of unrealized losses of $3.3 million and realized losses of $0.6 million. For the three months ended March 31, 2024, the gain on derivative instruments was $1.6 million which consisted of unrealized gains of $1.3 million and realized gains of $0.3 million.

[2] Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.

[3] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with our former advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.

[4] This is a non-cash item and is added back as it is not considered indicative of operating performance.

The following table provides operating financial information for the Company’s reportable segments:

________

(1) Amounts in the Retail segment reflect the reclassification and inclusion of one property that was previously part of the Multi-Tenant Retail segment, which is not included in the Multi-Tenant Retail Disposition.

(2) Amounts in the Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Retail segment to conform to the current year presentation based on a re-evaluation of the property type.

(3) Reflects former Multi-Tenant Retail properties that were sold individually prior to December 31, 2024. Does not include the Multi-Tenant Retail Portfolio which is presented as a discontinued operation.

Funds from Operations (“FFO”), Core Funds from Operations (“Core FFO”), Adjusted Funds from Operations (“AFFO”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Net Operating Income (“NOI”) and Cash Net Operating Income (“Cash NOI”) and Cash Paid for Interest should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.

Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition (as we do), or may interpret the current NAREIT definition differently than we do, or may calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO, Core FFO and AFFO may not be comparable to other similarly-titled measures presented by other REITs in our peer group.

We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such factors as depreciation and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO presentations facilitate comparisons of operating performance between periods and between other REITs.

We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective in December 2018 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real estate assets, gain and loss from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, Core FFO, AFFO and NOI attributable to stockholders, as applicable. Our FFO calculation complies with NAREIT's definition.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger, transaction and other costs, as well as certain other costs that are considered to be non-core, such as debt extinguishment or modification costs. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our core business plan to generate operational income and cash flows in order to make dividend payments to stockholders.

In evaluating investments in real estate, we differentiate the costs to acquire the investment from the subsequent operations of the investment. We also add back non-cash write-offs of deferred financing costs, prepayment penalties and certain other costs incurred with the early extinguishment or modification of debt which are included in net income but are considered financing cash flows when paid in the statement of cash flows. We consider these write-offs and prepayment penalties to be capital transactions and not indicative of operations. By excluding expensed acquisition, transaction and other costs as well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management's analysis of the investing and operating performance of our properties.

In calculating AFFO, we also exclude certain expenses which under GAAP are treated as operating expenses in determining operating net income. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications and merger related expenses) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management's analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gain or loss, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to, among other things, assess our performance without the impact of transactions or other items that are not related to our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) calculated in accordance with GAAP and presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition, transaction and other costs, other non-cash items and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are not reflective of on-going performance. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income (loss) as calculated in accordance with GAAP as an indicator of our operating activities.

Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.

NOI is a non-GAAP financial measure equal to net income (loss), the most directly comparable GAAP financial measure, less discontinued operations, interest, other income and income from preferred equity investments and investment securities, plus corporate general and administrative expense, acquisition, transaction and other costs, depreciation and amortization, other non-cash expenses and interest expense. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective not immediately apparent from net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property's results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity.

The statements in this supplemental package of Global Net Lease, Inc. (the “Company”) that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks that any potential future acquisition or disposition (including the proposed closing of the encumbered properties portion of the multi-tenant portfolio) by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

This section discusses non-GAAP financial measures we use to evaluate our performance, including Funds from Operations (“FFO”), Core Funds from Operations (“Core FFO”), Adjusted Funds from Operations (“AFFO”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Net Operating Income (“NOI”), Cash Net Operating Income (“Cash NOI”) and Cash Paid for Interest. While NOI is a property-level measure, AFFO is based on total Company performance and therefore reflects the impact of other items not specifically associated with NOI such as, interest expense, general and administrative expenses and operating fees to related parties. Additionally, NOI as defined herein, does not reflect an adjustment for straight-line rent but AFFO does include this adjustment. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income, is provided below.

FFO, Core FFO, AFFO, Adjusted EBITDA, NOI, Cash NOI and Cash Paid For Interest should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.

Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition (as we do), or may interpret the current NAREIT definition differently than we do, or may calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO, Core FFO and AFFO may not be comparable to other similarly-titled measures presented by other REITs.

We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such factors as depreciation and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO presentations facilitate comparisons of operating performance between periods and between other REITs in our peer group.

We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real estate assets, gain and loss from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, Core FFO, AFFO and NOI attributable to stockholders, as applicable. Our FFO calculation complies with NAREIT’s definition.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and, when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger, transaction and other costs, as well as certain other costs that are considered to be non-core, such as debt extinguishment or modification costs. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our core business plan to generate operational income and cash flows in order to make dividend payments to stockholders. In evaluating investments in real estate, we differentiate the costs to acquire the investment from the subsequent operations of the investment. We also add back non-cash write-offs of deferred financing costs, prepayment penalties and certain other costs incurred with the early extinguishment or modification of debt which are included in net income but are considered financing cash flows when paid in the statement of cash flows. We consider these write-offs and prepayment penalties to be capital transactions and not indicative of operations. By excluding expensed acquisition, transaction and other costs as well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties.

In calculating AFFO, we also exclude certain expenses which under GAAP are treated as operating expenses in determining operating net income. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications and merger related expenses) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gain or loss, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to, among other things, assess our performance without the impact of transactions or other items that are not related to our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) calculated in accordance with GAAP and presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition, transaction and other costs, other non-cash items and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are not reflective of on-going performance. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income (loss) as calculated in accordance with GAAP as an indicator of our operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.

NOI is a non-GAAP financial measure equal to net income (loss), the most directly comparable GAAP financial measure, less discontinued operations, interest, other income and income from preferred equity investments and investment securities, plus corporate general and administrative expense, acquisition, transaction and other costs, depreciation and amortization, other non-cash expenses and interest expense. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective not immediately apparent from net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity.

Footnotes:

[1]This Non-GAAP metric is reconciled below.

[2]Adjusted for net income attributable to common stockholders for common share equivalents.

[3]Represents quarterly dividend per share rate based off the annualized dividend rate of $1.10 that was in effect through the first quarter of 2025. The new annualized dividend rate $0.76 beginning in the second quarter of 2025.

[4]Defined as total assets plus accumulated depreciation and amortization as of March 31, 2025.

[5]Represents total debt outstanding of $3.9 billion, less cash and cash equivalents of $147.0 million.

[6]Excludes the effect of discounts and deferred financing costs, net. Includes two mortgages that will be assumed by the buyer, as part of the final two closings of the Multi-Tenant Retail Disposition expected to occur during the second quarter of 2025, as follows: (a) a mortgage for 12 properties secured by a $210.0 million mortgage from Société Générale and UBS AG, and (b) a mortgage for 29 properties secured by a $260.0 million mortgage from Barclays Capital Real Estate Inc., Société Générale, KeyBank and Bank of Montreal. These mortgages are classified as part of discontinued operations on the Company’s consolidated balance sheets.

[7]Liquidity includes $352.0 million of availability under the credit facility and $147.0 million of cash and cash equivalents as of March 31, 2025.

[8]Annualized adjusted EBITDA annualized based on Adjusted EBITDA for the quarter ended March 31, 2025 multiplied by four.

[9]The weighted average interest rate cost is based on the outstanding principal balance of the debt. The weighted-average interest rate was 4.4% when including mortgages classified as part of discontinued operations.

[10]The weighted average debt maturity is based on the outstanding principal balance of the debt.

[11]The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter by cash paid for interest (calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net). Adjusted EBITDA and cash paid for interest are Non-GAAP metrics and are reconciled below.

[12]The weighted-average remaining lease term (years) is based on square feet.

Consolidated Balance Sheets (Amounts in thousands)

________

[1]Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.

[2] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with our former advisor; and (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.

________

[1]For AFFO purposes, we add back unrealized (gain) loss. For the three months ended March 31, 2025, the loss on derivative instruments was $3.9 million which consisted of unrealized losses of $3.3 million and realized losses of $0.6 million. For the three months ended December 31, 2024, the gain on derivative instruments was $6.9 million, which consisted of unrealized gains of $6.3 million and realized gains of $0.6 million. For the three months ended September 30, 2024, the loss on derivative instruments was $4.7 million which consisted of unrealized losses of $4.4 million and realized losses of $0.3 million. For the three months ended June 30, 2024, the gain on derivative instruments was $0.5 million which consisted of unrealized gains of $0.2 million and realized gains of $0.3 million.

[2]Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.

[3] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with our former advisor; and (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.

[4] Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in other income in our consolidated statement of operations. We do not consider this income to be part of our normal operating performance and have, accordingly, decreased AFFO for this amount.

[5] This is a non-cash item and is added back as it is not considered indicative of operating performance.

Debt Overview [1]

Footnotes:

[1]Excludes two mortgages that are classified within discontinued operations on the Company’s consolidated balance sheet as of March 31, 2025.

[2]For non-recourse debt, amounts are shown within the year that the loan fully matures.

[3]As of March 31, 2025, the Company’s total combined debt was 91.4% fixed rate or swapped to a fixed rate and 8.6% floating rate. The weighted-average interest rate for Total Non-Recourse Debt and Total Debt were 4.5% and 4.4%, respectively, when including mortgages classified as part of discontinued operations.

[4]Excludes the effect of mortgage discounts and deferred financing costs, net. Current balances as of March 31, 2025 are shown in the year the debt matures.

Footnotes:

[1]Base rent assumes exchange rates of £1.00 to $1.29 for GBP, €1.00 to $1.08 for EUR and C$1.00 to $0.70 as of March 31, 2025 for illustrative purposes, as applicable.

 

Footnotes:

[1]Annualized Base Rent is on an annualized basis and assumes exchange rates of £1.00 to $1.29 for GBP, €1.00 to $1.08 for EUR and C$1.00 to $0.70 as of March 31, 2025 for illustrative purposes, as applicable.

Footnotes:

[2]Other includes 72 industry types as of March 31, 2025.

[3]Includes properties on the credit facility borrowing base.

Footnotes:

Diversification by Geography — As of March 31, 2025 (Amounts in thousands, except percentages)

						Total Portfolio																											Unencumbered Portfolio [2]
Region						Annualized SL Rent [1]						SL Rent Percent						Square Feet						Sq. ft. Percent									Annualized SL Rent [1]						SL Rent Percent						Square Feet						Sq. ft. Percent
United States						$	406,637					75.9		%				40,214						78.3		%							$	114,416					49.3		%				14,767						60.5		%
Michigan						52,123						9.7		%				6,219						12.1		%							13,683						5.9		%				2,195						9.0		%
Texas						37,103						6.9		%				2,600						5.1		%							12,605						5.5		%				1,040						4.3		%
Ohio						30,503						5.7		%				5,147						10.0		%							13,887						6.0		%				3,253						13.3		%
Georgia						26,908						5.0		%				2,055						4.0		%							760						0.3		%				41						0.2		%
North Carolina						21,422						4.0		%				2,907						5.7		%							3,679						1.6		%				1,394						5.7		%
South Carolina						17,984						3.3		%				2,104						4.1		%							2,876						1.2		%				324						1.3		%
Illinois						17,256						3.2		%				1,644						3.2		%							7,098						3.1		%				777						3.2		%
Alabama						14,027						2.6		%				1,102						2.1		%							401						0.2		%				61						0.2		%
Florida						13,863						2.6		%				805						1.6		%							2,246						1.0		%				100						0.4		%
Kentucky						11,916						2.2		%				1,010						2.0		%							2,550						1.1		%				308						1.3		%
Tennessee						11,129						2.1		%				1,295						2.5		%							6,668						2.9		%				670						2.7		%
Missouri						10,402						1.9		%				949						1.8		%							3,089						1.3		%				340						1.4		%
New Jersey						9,396						1.8		%				421						0.8		%							—						—		%				—						—		%
Pennsylvania						9,277						1.7		%				683						1.3		%							522						0.2		%				24						0.1		%
Indiana						8,947						1.7		%				1,749						3.4		%							2,686						1.2		%				700						2.9		%
Louisiana						8,546						1.6		%				523						1.0		%							542						0.2		%				46						0.2		%
New York						8,373						1.6		%				1,055						2.1		%							3,170						1.4		%				292						1.2		%
Oklahoma						8,334						1.6		%				689						1.3		%							699						0.3		%				79						0.3		%
Nevada						8,005						1.5		%				408						0.8		%							—						—		%				—						—		%
California						7,699						1.4		%				1,002						2.0		%							6,410						2.8		%				731						3.0		%
Mississippi						7,167						1.3		%				597						1.2		%							283						0.1		%				14						0.1		%
Massachusetts						6,656						1.2		%				673						1.3		%							6,099						2.6		%				651						2.7		%
Wisconsin						5,728						1.1		%				398						0.8		%							1,696						0.7		%				32						0.1		%
Arkansas						5,113						1.0		%				168						0.3		%							2,973						1.3		%				90						0.4		%
Kansas						4,899						0.9		%				423						0.8		%							345						0.1		%				36						0.1		%
Connecticut						4,598						0.9		%				402						0.8		%							2,903						1.3		%				318						1.3		%
Iowa						3,880						0.7		%				402						0.8		%							2,365						1.0		%				269						1.1		%
Minnesota						3,189						0.6		%				333						0.6		%							1,160						0.5		%				208						0.8		%
Colorado						3,107						0.6		%				120						0.2		%							2,701						1.2		%				87						0.4		%
West Virginia						3,005						0.6		%				334						0.7		%							223						0.1		%				37						0.1		%
Maryland						3,004						0.6		%				249						0.5		%							—						—		%				—						—		%
New Hampshire						2,779						0.5		%				339						0.7		%							2,380						1.0		%				256						1.0		%
Virginia						2,662						0.5		%				173						0.3		%							1,268						0.5		%				92						0.4		%
New Mexico						2,342						0.4		%				160						0.3		%							525						0.2		%				46						0.2		%
Maine						2,021						0.4		%				64						0.1		%							2,021						0.9		%				64						0.3		%
North Dakota						1,906						0.4		%				193						0.4		%							925						0.4		%				47						0.2		%
Nebraska						1,761						0.3		%				113						0.2		%							794						0.3		%				39						0.2		%
South Dakota						1,489						0.3		%				101						0.2		%							1,125						0.5		%				54						0.2		%
Rhode Island						1,436						0.3		%				86						0.2		%							—						—		%				—						—		%
Utah						1,357						0.3		%				50						0.1		%							437						0.2		%				15						0.1		%
Vermont						1,319						0.2		%				235						0.5		%							84						—		%				22						0.1		%
Wyoming						1,157						0.2		%				84						0.2		%							—						—		%				—						—		%
Montana						739						0.1		%				70						0.1		%							—						—		%				—						—		%
Idaho						731						0.1		%				35						0.1		%							198						0.1		%				5						—		%
Alaska						424						0.1		%				9						—		%							—						—		%				—						—		%
Arizona						366						0.1		%				22						—		%							—						—		%				—						—		%
Delaware						340						0.1		%				10						—		%							340						0.1		%				10						—		%
Washington, DC						249						—		%				4						—		%							—						—		%				—						—		%
United Kingdom						65,102						12.1		%				4,833						9.4		%							65,098						28.2		%				4,835						19.8		%
Netherlands						16,927						3.2		%				1,007						2.0		%							16,927						7.3		%				1,007						4.1		%
Finland						13,362						2.5		%				1,457						2.8		%							—						—		%				—						—		%
Germany						10,354						1.9		%				1,584						3.1		%							10,354						4.5		%				1,584						6.5		%
France						7,697						1.4		%				1,416						2.8		%							7,697						3.3		%				1,416						5.8		%
Channel Islands						5,841						1.1		%				114						0.2		%							5,841						2.5		%				114						0.5		%
Luxembourg						5,775						1.1		%				156						0.3		%							5,775						2.5		%				156						0.6		%
Canada						2,892						0.5		%				372						0.7		%							2,892						1.3		%				372						1.5		%
Italy						2,239						0.3		%				195						0.4		%							2,241						1.1		%				196						0.7		%
Total						$	536,826					100		%				51,348						100		%							$	231,241					100		%				24,447						100		%

Footnotes: