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What changed in Global Net Lease, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Global Net Lease, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+374 added−408 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-27)

Top changes in Global Net Lease, Inc.'s 2025 10-K

374 paragraphs added · 408 removed · 293 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

23 edited+2 added−5 removed25 unchanged
Biggest changeEven if we qualify for taxation as a REIT, we may be subject to certain state, and local taxes on our income and properties, and federal income and excise taxes on our undistributed income. 5 Table of Contents In addition, our international assets and operations, including those owned through direct or indirect subsidiaries that are disregarded entities for U.S. federal income tax purposes, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted.
Biggest changeIn addition, our international assets and operations, including those owned through direct or indirect subsidiaries that are disregarded entities for U.S. federal income tax purposes, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. 5 Table of Contents Competition The commercial real estate market is highly competitive.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - “Inflation” found later in this Annual Report on Form 10-K. Our business is generally not seasonal. Financing Strategies and Policies We use various sources to fund our business including acquisitions and other investments as well as property and tenant improvements, leasing commissions and other working capital needs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Inflation” found later in this Annual Report on Form 10-K. Our business is generally not seasonal. Financing Strategies and Policies We use various sources to fund our business including acquisitions and other investments as well as property and tenant improvements, leasing commissions and other working capital needs.
Item 1. Business. Overview We are an internally managed real estate investment trust (“REIT) for United States (“U.S.”) federal income tax purposes that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe.
Item 1. Business. Overview We are an internally managed real estate investment trust for United States (“U.S.”) federal income tax purposes (“REIT”) that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S. and Western and Northern Europe.
We strive to recognize and reward noteworthy performance, evaluated through periodic reviews with each employee. We also offer training and development opportunities for our employees. In 2024, we offered training and development for our employees, which included anti-harassment training, cybersecurity training, and site manager training.
We strive to recognize and reward noteworthy performance, evaluated through periodic reviews with each employee. We also offer training and development opportunities for our employees. In 2025, we offered training and development for our employees, which included anti-harassment training, cybersecurity training, and site manager training.
We will not enter into interest rate swaps or caps, or similar hedging transactions or derivative arrangements for speculative purposes, but have entered into, and expect to continue to enter into, these types of transactions in order to manage or mitigate our interest rate risk on variable rate debt.
We will not enter into interest rate swaps or caps, or similar hedging transactions or derivative arrangements for speculative purposes, but have entered into, and expect to continue to enter into, these types of transactions in order to manage or mitigate our interest rate risk on variable rate debt. See “Item 7.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” herein for further discussion. As noted above, our Board may reevaluate and change our investment and financing policies in its sole discretion without a stockholder vote.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” herein for further discussion. As noted above, our Board may reevaluate and change our investment and financing policies in its sole discretion without a stockholder vote.
See Note 3 — The Mergers to our consolidated financial statements included in this Annual Report on Form 10-K for additional information. Investment Strategy Our current strategic focus has been on reducing our leverage through select dispositions, prioritizing non-core assets and opportunistic sales.
See Note 4 — The Mergers to our consolidated financial statements included in this Annual Report on Form 10-K for additional information. Investment Strategy Our recent strategic focus has been on reducing our leverage through select dispositions, prioritizing non-core assets and opportunistic sales.
As of December 31, 2024, no industry represented more than 10% of our portfolio’s rental income on a straight-line basis and our portfolio was 97% occupied. 4 Table of Contents Tenants and Leasing We are focused over the long term on acquiring strategically located properties in the U.S. and strong sovereign debt rated countries in Western and Northern Europe.
As of December 31, 2025, no industry represented more than 10% of our portfolio’s rental income on a straight-line basis and our portfolio was 97% occupied. Tenants and Leasing We are focused over the long term on acquiring strategically located properties in the U.S. and strong sovereign debt rated countries in Western and Northern Europe.
Available Information We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and proxy statements, with the Securities and Exchange Commission (the “SEC”). You may read and copy any materials we file with the SEC at the SEC’s Internet address at http://www.sec.gov.
Available Information We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and proxy statements, with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Internet address at http://www.sec.gov.
The Acquisition of The Necessity Retail REIT and the Internalization As noted above, on September 12, 2023 (the “Acquisition Date”), the REIT Merger and the Internalization Merger (both as defined in Note 3 — The Mergers to our consolidated financial statements included in this Annual Report on Form 10-K) were consummated (collectively, the “Mergers”).
The Acquisition of The Necessity Retail REIT and the Internalization On September 12, 2023 (the “Acquisition Date”), the REIT Merger and the Internalization Merger (both as defined in Note 4 — The Mergers to our consolidated financial statements included in this Annual Report on Form 10-K) were consummated (collectively, the “Mergers”).
In addition to cash flows from operations, other sources of capital which we have used and may use in the future include, proceeds received from our senior unsecured multi-currency credit facility (the “Revolving Credit Facility), proceeds from secured or unsecured financings (which may include note issuances), proceeds from offerings of equity securities, including offerings of our Preferred Stock and offerings pursuant to our at-the-market programs and proceeds from any future sales of properties.
In addition to cash flows from operations, other sources of capital which we have used and may use in the future include, proceeds received from our senior unsecured multi-currency credit facility (the “Revolving Credit Facility”), proceeds from secured or unsecured financings (which may include note issuances), proceeds from offerings of equity securities, including offerings pursuant to our at-the-market program and proceeds from any future sales of properties.
We may also originate or acquire first mortgage loans, mezzanine loans, preferred equity or securitized loans (secured by real estate) but do not currently own any of these asset types. We own assets located in ten countries and territories. As of December 31, 2024, we leased space to 705 different tenants doing business across 90 different industries.
We may also originate or acquire first mortgage loans, mezzanine loans, preferred equity or securitized loans (secured by real estate) but do not currently own any of these asset types. We own assets located in ten countries and territories. As of December 31, 2025, we leased space to 231 different tenants doing business across 71 different industries.
As of December 31, 2024, our portfolio had a weighted-average remaining lease term of 6.2 years (based on square feet as of the last day of the applicable quarter), as compared to 6.8 years as of December 31, 2023.
As of December 31, 2025, our portfolio had a weighted-average remaining lease term of 6.1 years (based on square feet as of the last day of the applicable quarter), as compared to 6.2 years as of December 31, 2024.
Employees and Human Capital Resources As of December 31, 2024, we had 73 employees located across the United States (69 employees) and Europe (four employees). None of our employees is represented by a labor union or covered by a collective bargaining agreement. We believe we enjoy good relationships with our employees.
Employees and Human Capital Resources As of December 31, 2025, we had 56 employees located across the United States (52 employees) and Europe (four employees). None of our employees is represented by a labor union or covered by a collective bargaining agreement. We believe we enjoy good relationships with our employees.
As of December 31, 2024, approximately 81% of our leases with our tenants contained rent escalation provisions that increase the cash rent that is due over time by an average cumulative increase of 1.3% per year. For additional information, see Item 7.
As of December 31, 2025, approximately 86% of our leases with our tenants contained rent escalation provisions that increase the cash rent that is due over time by an average cumulative increase of 1.4% per year. For additional information, see “ Item 7.
Competition The commercial real estate market is highly competitive. We compete for tenants in all of our markets based on various factors that include location, rental rates, security, suitability of the property’s design for a tenant’s needs and the manner in which the property is operated and marketed.
We compete for tenants in all of our markets based on various factors that include location, rental rates, security, suitability of the property’s design for a tenant’s needs and the manner in which the property is operated and marketed.
We continuously monitor improving or deteriorating credit quality for asset management opportunities which we review in-house using Moody’s Analytics. Our single-tenant properties and our multi-tenant anchor spaces are leased to primarily “Investment Grade” rated tenants in well established markets in the U.S. and Europe.
We continuously monitor improving or deteriorating credit quality for asset management opportunities which we review in-house using Moody’s Analytics. 4 Table of Contents Our properties are leased to primarily “Investment Grade” rated tenants in well established markets in the U.S. and Europe.
As of December 31, 2024, we owned 1,121 properties consisting of 60.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 6.2 years.
As of December 31, 2025, we owned 820 properties consisting of 40.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 6.1 years.
Ratings information is as of December 31, 2024. A total of 60.5% of our rental income on an annualized straight-line basis for leases in place as of December 31, 2024 was derived from Investment Grade rated tenants, comprised of 31.4% leased to tenants with an actual investment grade rating and 29.1% leased to tenants with an implied investment grade rating.
Ratings information is as of December 31, 2025. A total of 66% of our rental income on an annualized straight-line basis for leases in place as of December 31, 2025 was derived from Investment Grade rated tenants, comprised of 34% leased to tenants with an actual investment grade rating and 32% leased to tenants with an implied investment grade rating.
Over the short term, we remain focused on managing our leverage, which we expect will include strategic or opportunistic dispositions. Over the course of calendar year 2024 we closed transactions for the sale of an aggregate of approximately $835.0 million of assets under our 2024 strategic disposition initiative.
Over the short term, we remain focused on managing our leverage, which we expect will continue to include strategic or opportunistic dispositions. Over the course of the calendar years 2025 and 2024 we closed transactions for an aggregate sale price of approximately $3.3 billion under our previously announced strategic disposition initiative, which include the sale of the Multi-Tenant Retail Portfolio.
Based on the percentage of annualized rental income on a straight-line basis as of December 31, 2024, approximately 80% of our properties were located in the U.S. and Canada and approximately 20% were located in Europe.
Based on the percentage of annualized rental income on a straight-line basis as of December 31, 2025, approximately 74% of our properties were located in the U.S. and Canada and approximately 26% were located in Europe. In addition, as of December 31, 2025, our portfolio was comprised of 46% Industrial & Distribution properties, 27% Retail properties and 27% Office properties.
In addition, as of December 31, 2024, our portfolio was comprised of 34% Industrial & Distribution properties, 28% Multi-Tenant retail properties, 21% Single-Tenant Retail properties and 17% Office properties. These represent our four reportable segments and the percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of December 31, 2024.
These represent our three reportable segments and the percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of December 31, 2025. The straight-line rent includes amounts for tenant concessions.
For additional information on the acquisition of RTL and the internalization of our advisory and property management services and RTL’s advisory and property management functions, see Note 3 — The Mergers and N ote 12 — Related Party Transactions to our consolidated financial statements included in this Annual Report on Form 10-K.
The results of operations of the Multi-Tenant Retail Portfolio are currently reported as part of discontinued operations (see Note 2 — Summary of Significant Accounting Policies and Note 3 — Multi-Tenant Retail Disposition to our consolidated financial statements included in this Annual Report on Form 10-K for additional information).
Removed
Historically, we focused on acquiring and managing a globally diversified portfolio of strategically-located commercial real estate properties, which consisted primarily of mission-critical, single tenant net-lease assets. As a result of acquiring RTL in the quarter ended September 30, 2023, we acquired a diversified portfolio of 989 properties consisting of primarily necessity-based retail single-tenant and multi-tenant properties located in the U.S.
Added
The Multi-Tenant Retail Disposition During the six months ended June 30, 2025, we completed the sale of 99 of our multi-tenant retail properties (the “Multi-Tenant Retail Portfolio”) to RCG Venture Holdings, LLC (“RCG”) pursuant to a purchase and sale agreement, dated as of February 25, 2025 (the “Multi-Tenant Retail Disposition”).
Removed
Until September 12, 2023, we were managed by Global Net Lease Advisors, LLC (the “Advisor”), who managed our day-to-day business with the assistance of the property manager, Global Net Lease Properties, LLC (the “Property Manager”), who managed and leased our properties to third parties.
Added
Even if we qualify for taxation as a REIT, we may be subject to certain state, and local taxes on our income and properties, and federal income and excise taxes on our undistributed income.
Removed
Prior to September 12, 2023, the former Advisor and the Property Manager were under common control with AR Global Investments, LLC (“AR Global”), and these related parties had historically received compensation and fees for various services provided to us.
Removed
On September 12, 2023, we internalized our advisory and property management functions as well as the advisory and property management functions of RTL.
Removed
The straight-line rent includes amounts for tenant concessions.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

87 edited+30 added−32 removed337 unchanged
Biggest changeThere is no assurance that we will be able to dispose of properties on terms that are found favorable to us or at the time we wish to do so. In addition, we may not have funds available to correct defects or make improvements that are necessary or desirable before the sale of a property.
Biggest changeWhile the Multi-Tenant Retail and McLaren dispositions effectively conclude our strategic disposition program put in place in 2024, there is no assurance that in the future we will again focus on dispositions and may opportunistically dispose of properties, and that any such dispositions will be on terms that are found favorable to us or at the time we wish to do so.
Our operating results and value of our properties are subject to risks generally incident to the ownership of real estate, including: • changes in general, economic or local conditions; • changes in supply of or demand for similar or competing properties in an area; • changes in interest rates and availability of mortgage financing on favorable terms, or at all; • changes in tax, real estate, environmental and zoning laws; • the possibility that one or more of our tenants will be unable to pay their rental obligations; • decreased demand for our properties due to among other things, significant job losses that occur or may occur in the future, resulting in lower rents and occupancy levels; • an increase in the number of bankruptcies or insolvency proceedings of our tenants and lease guarantors, which could delay or preclude our efforts to collect rent and any past due balances under the relevant leases; • widening credit spreads as investors demand higher risk premiums, resulting in lenders increasing the cost for debt financing; 9 Table of Contents • reduction in the amount of capital that is available to finance real estate, which, in turn, could lead to a decline in real estate values generally, slow real estate transaction activity, a reduction in the loan-to-value ratio upon which lenders are willing to lend, and difficulty refinancing our debt; • a decrease in the market value of our properties, which may limit our ability to obtain debt financing; • a need for us to establish significant provisions for losses or impairments; • reduction in the value and liquidity of our short-term investments and increased volatility in market rates for such investments; and • reduced cash flows from our operations due to changing exchange rates impacting conditions from our operations in continental Europe, the United Kingdom and Canada.
Our operating results and value of our properties are subject to risks generally incident to the ownership of real estate, including: • changes in general, economic or local conditions; • changes in supply of or demand for similar or competing properties in an area; • changes in interest rates and availability of mortgage financing on favorable terms, or at all; • changes in tax, real estate, environmental and zoning laws; • the possibility that one or more of our tenants will be unable to pay their rental obligations; • decreased demand for our properties due to among other things, significant job losses that occur or may occur in the future, resulting in lower rents and occupancy levels; • an increase in the number of bankruptcies or insolvency proceedings of our tenants and lease guarantors, which could delay or preclude our efforts to collect rent and any past due balances under the relevant leases; • widening credit spreads as investors demand higher risk premiums, resulting in lenders increasing the cost for debt financing; • reduction in the amount of capital that is available to finance real estate, which, in turn, could lead to a decline in real estate values generally, slow real estate transaction activity, a reduction in the loan-to-value ratio upon which lenders are willing to lend, and difficulty refinancing our debt; • a decrease in the market value of our properties, which may limit our ability to obtain debt financing; • a need for us to establish significant provisions for losses or impairments; • reduction in the value and liquidity of our short-term investments and increased volatility in market rates for such investments; and 9 Table of Contents • reduced cash flows from our operations due to changing exchange rates impacting conditions from our operations in continental Europe, the United Kingdom and Canada.
There is no assurance that well will be able to refinance any of our indebtedness as it comes due, especially indebtedness 21 Table of Contents secured by mortgages, on favorable terms, or at all.
There is no assurance that well will be able to refinance any of our indebtedness as it comes due, especially indebtedness secured by mortgages, on favorable terms, 21 Table of Contents or at all.
Capital gain 32 Table of Contents distributions attributable to sales or exchanges of “U.S. real property interests” (“USRPIs”) generally will be taxed to a non-U.S. stockholder (other than a “qualified foreign pension fund,” certain entities wholly-owned by a “qualified foreign pension fund,” and certain foreign publicly-traded entities) as if such gain were effectively connected with a U.S. trade or business.
Capital gain distributions attributable to sales or exchanges of “U.S. real property interests” (“USRPIs”) generally will be taxed to a non-U.S. stockholder (other than a “qualified foreign pension fund,” certain entities wholly-owned by a “qualified foreign pension 32 Table of Contents fund,” and certain foreign publicly-traded entities) as if such gain were effectively connected with a U.S. trade or business.
Unless exempted by our Board, for so long as we qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our stock, any person from beneficially or constructively owning (applying certain attribution rules under the Code) more than 8.8% in value of the aggregate outstanding shares of our stock and more than 8.8% (in value or in number of shares, whichever is more restrictive) of any class or series of the outstanding shares of our stock.
Unless exempted by our Board, for so long as we qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our stock, any person from beneficially or constructively owning (applying certain attribution rules under the Code) more than 8.025% in value of the aggregate outstanding shares of our stock and more than 8.025% (in value or in number of shares, whichever is more restrictive) of any class or series of the outstanding shares of our stock.
Among the factors that could affect these trading prices are: • our financial condition, including the level of our indebtedness and performance; • our ability to grow through property acquisitions, the terms, and pace of any acquisitions or dispositions we may make and the availability and terms of financing for those acquisitions; • the financial condition of our tenants, including tenant bankruptcies or defaults; • actual or anticipated quarterly fluctuations in our operating results and financial condition; • the amount and frequency of dividends that we pay; • additional sales of equity securities, including our Common Stock or Preferred Stock, or the perception that additional sales may occur; • the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, and fixed income debt securities; • uncertainty and volatility in the equity and credit markets; • increases in interest rates and fluctuations in exchange rates; • inflation and continuing increases in the inflation rate; • changes in revenue or earnings estimates, if any, or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; • failure to meet analyst revenue or earnings estimates; • strategic actions by us or our competitors, such as acquisitions or restructurings; • the extent of investment in our securities by institutional investors; • the extent of short-selling of our securities; • general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies; • failure to maintain our REIT status; • changes in tax laws; • domestic and international economic factors unrelated to our performance; and • all other risk factors addressed elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024.
Among the factors that could affect these trading prices are: • our financial condition, including the level of our indebtedness and performance; • our ability to grow through property acquisitions, the terms, and pace of any acquisitions or dispositions we may make and the availability and terms of financing for those acquisitions; • the financial condition of our tenants, including tenant bankruptcies or defaults; • actual or anticipated quarterly fluctuations in our operating results and financial condition; • the amount and frequency of dividends that we pay; • additional sales of equity securities, including our Common Stock or Preferred Stock, or the perception that additional sales may occur; • the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, and fixed income debt securities; • uncertainty and volatility in the equity and credit markets; • increases in interest rates and fluctuations in exchange rates; • inflation and increases in the inflation rate; • changes in revenue or earnings estimates, if any, or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; • failure to meet analyst revenue or earnings estimates; • strategic actions by us or our competitors, such as acquisitions or restructurings; • the extent of investment in our securities by institutional investors; • the extent of short-selling of our securities; • general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies; • failure to maintain our REIT status; • changes in tax laws; • domestic and international economic factors unrelated to our performance; and • all other risk factors addressed elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2025.
More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in, or damage to, the worldwide financial markets and economy. Increased economic volatility could adversely affect us and our properties. Inflation and continuing increases in the inflation rate may have an adverse effect on our investments and results of operations.
More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in, or damage to, the worldwide financial markets and economy. Increased economic volatility could adversely affect us and our properties. Inflation and increases in the inflation rate may have an adverse effect on our investments and results of operations.
Our Board has duties to us and could only cause such changes in our tax treatment if it determines that such changes are in our best interests. The share ownership restrictions for REITs and the 8.8% share ownership limit in our charter may inhibit market activity in shares of our stock and restrict our business combination opportunities.
Our Board has duties to us and could only cause such changes in our tax treatment if it determines that such changes are in our best interests. The share ownership restrictions for REITs and the 8.025% share ownership limit in our charter may inhibit market activity in shares of our stock and restrict our business combination opportunities.
Foreign investments pose several risks, including the following: • the ongoing uncertainties as a result of instability or changes in geopolitical conditions, including military or political conflicts, such as those caused by the ongoing conflicts between Russia and Ukraine or Israel and Hamas; • the burden of complying with a wide variety of foreign laws; • changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such laws; • existing or new laws relating to the foreign ownership of real property or loans and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin; • the potential for expropriation; • possible currency transfer restrictions; • imposition of adverse or confiscatory taxes; • changes in real estate and other tax rates and changes in other operating expenses in particular countries; • possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments; • adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions; • the willingness of domestic or foreign lenders to make loans in certain countries and changes in the availability, cost and terms of loan funds resulting from varying national economic policies; • general political and economic instability in certain regions; and • the potential difficulty of enforcing obligations in other countries.
Foreign investments pose several risks, including the following: • the ongoing uncertainties as a result of instability or changes in geopolitical conditions, including military or political conflicts, such as those caused by the ongoing conflicts between Russia and Ukraine or Israel and Hamas and the recent ongoing events in Venezuela; • the burden of complying with a wide variety of foreign laws; • changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such laws; • existing or new laws relating to the foreign ownership of real property or loans and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin; • the potential for expropriation; • possible currency transfer restrictions; • imposition of adverse or confiscatory taxes; • changes in real estate and other tax rates and changes in other operating expenses in particular countries; • possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments; • adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions; • the willingness of domestic or foreign lenders to make loans in certain countries and changes in the availability, cost and terms of loan funds resulting from varying national economic policies; • general political and economic instability in certain regions; and • the potential difficulty of enforcing obligations in other countries.
Furthermore, a security breach or other significant disruption involving our information technology networks and related systems could: • result in misstated financial reports, violations of loan covenants, missed reporting or permitting deadlines; • affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; • result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information (including information about tenants), which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; • result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; • require significant management attention and resources to remedy any damages that result; • subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or • adversely impact our reputation among our tenants and investors generally.
Furthermore, a security breach or other significant disruption involving our information technology networks and related systems could: 18 Table of Contents • result in misstated financial reports, violations of loan covenants, missed reporting or permitting deadlines; • affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; • result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information (including information about tenants), which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; • result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; • require significant management attention and resources to remedy any damages that result; • subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or • adversely impact our reputation among our tenants and investors generally.
Our Board may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of the 8.8% ownership limit would result in the termination of our qualification as a REIT.
Our Board may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of the 8.025% ownership limit would result in the termination of our qualification as a REIT.
Our ability to grow our assets depends on our ability to access capital from external sources, and there can be no assurance we will be able to so on favorable terms or at all.
Our ability to grow our assets depends on our ability to access capital from external sources, and there can be no assurance we will be able to do so on favorable terms or at all.
The timing and amount of repurchases, if any, will depend upon several factors, including market, legislative and business conditions, the trading price of our Common Stock and the nature of other investment opportunities.
The timing and amount of future repurchases, if any, will depend upon several factors, including market, legislative and business conditions, the trading price of our Common Stock and the nature of other investment opportunities.
Many of our single tenant leases require that certain property level operating expenses and capital expenditures, such as real estate taxes, insurance, utilities, maintenance and repairs (other than, in certain circumstances structural repairs, such as repairs to the foundation, exterior walls and rooftops) including increases with respect thereto, be paid, or reimbursed to us, by our tenants.
Many of our leases require that certain property level operating expenses and capital expenditures, such as real estate taxes, insurance, utilities, maintenance and repairs (other than, in certain circumstances structural repairs, such as repairs to the foundation, exterior walls and rooftops) including increases with respect thereto, be paid, or reimbursed to us, by our tenants.
These trends could cause an increase in vacancy rates at office buildings and a decrease in demand for new supply, and could materially and adversely affect us. A shift in retail shopping from brick-and-mortar stores to online shopping may have an adverse impact on our Multi-Tenant Retail segment tenants.
These trends could cause an increase in vacancy rates at office buildings and a decrease in demand for new supply, and could materially and adversely affect us. A shift in retail shopping from brick-and-mortar stores to online shopping may have an adverse impact on our Retail segment tenants.
Foreign exchange rates may be influenced by many factors, including: • changing supply and demand for a particular currency; • the prevailing interest rates in one country as compared to another country; • monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or an investment by residents of a country in other countries); • trade restrictions and other factors that could lead to changes in balances of payments and trade; and • currency devaluations and revaluations.
Foreign exchange rates may be influenced by many factors, including: • changing supply and demand for a particular currency; • the prevailing interest rates in one country as compared to another country; 10 Table of Contents • monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or an investment by residents of a country in other countries); • trade restrictions and other factors that could lead to changes in balances of payments and trade; and • currency devaluations and revaluations.
When we lease to, or acquire properties with, a tenant that does not have a publicly available credit rating, we will use certain credit assessment tools as well as rely on our own estimates of the tenant’s credit rating which includes reviewing the tenant’s financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage and 14 Table of Contents liquidity, if applicable).
When we lease to, or acquire properties with, a tenant that does not have a publicly available credit rating, we will use certain credit assessment tools as well as rely on our own estimates of the tenant’s credit rating which includes reviewing the tenant’s financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage and liquidity, if applicable).
In addition, the costs of maintaining adequate protection against data security threats, based on considerations of their evolution, increasing sophistication, pervasiveness and frequency and/or government‐mandated standards or obligations regarding protective efforts, could be 19 Table of Contents material to our financial position, results of operations, cash flows, and the market price of our securities in a particular period or over various periods.
In addition, the costs of maintaining adequate protection against data security threats, based on considerations of their evolution, increasing sophistication, pervasiveness and frequency and/or government‐mandated standards or obligations regarding protective efforts, could be material to our financial position, results of operations, cash flows, and the market price of our securities in a particular period or over various periods.
These events in the equity and credit markets may make it more difficult or costly for us to raise capital through the issuance of common stock, preferred stock or debt securities. 8 Table of Contents We cannot assure you that we will be able to obtain debt financing or raise equity on terms favorable or acceptable to us or at all.
These events in the equity and credit markets may make it more difficult or costly for us to raise capital through the issuance of common stock, preferred stock or debt securities. We cannot assure you that we will be able to obtain debt financing or raise equity on terms favorable or acceptable to us or at all.
Revenues generated from properties or other real estate investments located in foreign countries are generally denominated in the local currency but reflected as USD on our consolidated financial statements. As of December 31, 2024, we had $2.3 billion ($2.2 billion and €74.0 million) of gross mortgage notes payable.
Revenues generated from properties or other real estate investments located in foreign countries are generally denominated in the local currency but reflected as USD on our consolidated financial statements. As of December 31, 2025, we had $1.3 billion ($1.2 billion and €74.0 million) of gross mortgage notes payable.
Federal, state or foreign legislation or regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties or to protect them from the consequence of climate change, and could also result in increased compliance costs or additional operating restrictions that could adversely impact the businesses of our tenants and their ability to pay rent.
Federal, state or foreign legislation or regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties or to protect them from the consequence of climate change, and could also result in increased compliance costs or additional operating restrictions that could adversely impact the businesses of our 16 Table of Contents tenants and their ability to pay rent.
If our ratings estimates are inaccurate, the default or bankruptcy risk for the subject tenant may be greater than anticipated. If our lender or a credit rating agency disagrees with our ratings estimates, we may not be able to obtain our desired level of leverage or our financing costs may exceed those that we projected.
If our ratings estimates are inaccurate, the default or bankruptcy risk for the subject tenant may be greater than anticipated. If our lender or a credit rating agency disagrees with our ratings estimates, we may not be able to 13 Table of Contents obtain our desired level of leverage or our financing costs may exceed those that we projected.
As a result, we may, to the extent that market conditions warrant, to seek to grow our business by increasing our investments in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures, and expanding into new geographic markets.
As a result, we may, to the extent that market conditions warrant, to seek to grow our business by increasing our investments in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures, 19 Table of Contents and expanding into new geographic markets.
Based on annualized rental income on a straight-line basis as of December 31, 2024, approximately 40% of our tenants were not evaluated or ranked by credit rating agencies, or were ranked below “investment grade,” which, for our purposes, includes both actual investment grade ratings of the tenant and “implied investment grade rating,” which includes ratings of the tenant’s parent (regardless of whether the parent has guaranteed the tenant’s obligation under the lease) or lease guarantor.
Based on annualized rental income on a straight-line basis as of December 31, 2025, approximately 34% of our tenants were not evaluated or ranked by credit rating agencies, or were ranked below “investment grade,” which, for our purposes, includes both actual investment grade ratings of the tenant and “implied investment grade rating,” which includes ratings of the tenant’s parent (regardless of whether the parent has guaranteed the tenant’s obligation under the lease) or lease guarantor.
This shift may adversely affect our occupancy and rental rates, which would affect our revenues and cash flows. Changes in shopping trends as a result of the growth in e-commerce may also affect the profitability of retailers that do not adapt to changes in market conditions.
This shift may adversely affect our occupancy and rental rates, which would affect our revenues and cash flows. Changes in shopping trends as a result of the growth in e-commerce may also 12 Table of Contents affect the profitability of retailers that do not adapt to changes in market conditions.
The remainder of our investment in securities (other than securities that qualify for the 75% asset test and securities of qualified REIT subsidiaries and TRSs) generally cannot exceed 10% of the outstanding voting securities of any one issuer, 10% of the 31 Table of Contents total value of the outstanding securities of any one issuer, or 5% of the value of our assets as to any one issuer.
The remainder of our investment in securities (other than securities that qualify for the 75% asset test and securities of qualified REIT subsidiaries and TRSs) generally cannot exceed 10% of the outstanding voting securities of any one issuer, 10% of the total value of the outstanding securities of any one issuer, or 5% of the value of our assets as to any one issuer.
Any positive impact to revenue from tenants in prior years from a weaker USD 10 Table of Contents may not continue in the future. Changes to exchange rates have affected and may continue to affect the book value of our assets and the amount of stockholders’ equity. Changes in foreign currency exchange rates may impact the value of our assets.
Any positive impact to revenue from tenants in prior years from a weaker USD may not continue in the future. Changes to exchange rates have affected and may continue to affect the book value of our assets and the amount of stockholders’ equity. Changes in foreign currency exchange rates may impact the value of our assets.
Environmental laws and regulations may impose joint and several liability on tenants, 16 Table of Contents owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial.
Environmental laws and regulations may impose joint and several liability on tenants, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial.
However, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.
However, our net leases require the 17 Table of Contents tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Furthermore, as a REIT, our ability to sell properties that have been held for less than two years is limited as any gain recognized on the sale or other disposition of such property could be subject to the 100% prohibited transaction tax, as discussed in more detail below.
Furthermore, as a REIT, our ability to sell properties that have been held for less than two years is limited as any gain recognized on the sale or other disposition of such property could be subject to the 100% prohibited transaction tax, as discussed in more detail below. See “ U.S.
If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases. • Retail conditions and decreased demand for office space may adversely affect our rental revenues. • In owning properties we may experience, among other things, unforeseen costs associated with complying with laws and regulations, including those related to environmental matters, and other costs, potential difficulties selling properties and potential damages or losses resulting from climate change. • Restrictions on share ownership contained in our charter may inhibit market activity in shares of our stock and restrict our business combination opportunities. • We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, which can cause severe disruptions in the U.S., and global economy. • We may fail to continue to qualify as a REIT. 7 Table of Contents Risks Related to Our Properties and Operations We may be unable to enter into contracts for and complete property acquisitions or dispositions on advantageous terms and our property acquisitions may not perform as we expect.
If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases. • In owning properties we may experience, among other things, unforeseen costs associated with complying with laws and regulations, including those related to environmental matters, and other costs, potential difficulties selling properties and potential damages or losses resulting from climate change. • Restrictions on share ownership contained in our charter may inhibit market activity in shares of our stock and restrict our business combination opportunities. • We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, which can cause severe disruptions in the U.S. and global economy. • We may fail to continue to qualify as a REIT. 7 Table of Contents Risks Related to Our Properties and Operations We may be unable to enter into contracts for and complete property acquisitions or dispositions on advantageous terms and our property acquisitions may not perform as we expect.
Dividends payable by REITs, however, generally are not eligible for this reduced rate and, as described above, through December 31, 2025, will be subject to an effective rate of 29.6% (or 33.4% including the 3.8% surtax on net investment income).
Dividends payable by REITs, however, generally are not eligible for this reduced rate and, as described above, will be subject to an effective rate of 29.6% (or 33.4% including the 3.8% surtax on net investment income).
In addition, the presence of hazardous substances, or the failure to properly remediate them, may adversely affect our ability to sell, rent or pledge a property as collateral for future borrowings.
In addition, the presence of hazardous substances, or 15 Table of Contents the failure to properly remediate them, may adversely affect our ability to sell, rent or pledge a property as collateral for future borrowings.
Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our OPs and their 24 Table of Contents subsidiaries will be available to satisfy the claims of our creditors or to pay dividends to our stockholders only after all the liabilities and obligations of our OPs and their subsidiaries have been paid in full.
Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our OP and its subsidiaries will be available to 24 Table of Contents satisfy the claims of our creditors or to pay dividends to our stockholders only after all the liabilities and obligations of our OP and its subsidiaries have been paid in full.
Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques, tools (including artificial intelligence) and tactics used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected.
Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques, tools, including artificial intelligence and/or machine learning (collectively, “AI”), and tactics used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected.
We generally seek to enter into long-term leases with our tenants. As of December 31, 2024, 20% of our annualized rental income on a straight-line basis was generated from leases with remaining lease terms of more than ten years.
We generally seek to enter into long-term leases with our tenants. As of December 31, 2025, 15% of our annualized rental income on a straight-line basis was generated from leases with remaining lease terms of more than ten years.
Tenants may also face competition from such properties if they are leased to tenants in a similar industry. For example, as of December 31, 2024, 49% of our properties, based on annualized rental income on a straight-line basis, were retail properties.
Tenants may also face competition from such properties if they are leased to tenants in a similar industry. For example, as of December 31, 2025, 27% of our properties, based on annualized rental income on a straight-line basis, were retail properties.
Each subsidiary of each of the OP’s is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from these entities. In addition, any claims we may have will be structurally subordinated to all existing and future liabilities and obligations of our OPs and their subsidiaries.
Each subsidiary of the OP is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from these entities. In addition, any claims we may have will be structurally subordinated to all existing and future liabilities and obligations of our OP and its subsidiaries.
Summary Risk Factors • We may be unable to enter into contracts for and complete property acquisitions or dispositions on advantageous terms and our property acquisitions may not perform as we expect. • Our ability to grow depends on our ability to access additional debt or equity financing on attractive terms, and there can be no assurance we will be able to so on favorable terms or at all. • Certain of the agreements governing our indebtedness may limit our ability to pay dividends on our common stock, $0.01 par value per share (“Common Stock”), our 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), our 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”), our 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series D Preferred Stock”), our 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 (“Series E Preferred Stock”, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”), or any other equity securities we may issue. • If we are not able to generate sufficient cash from operations, we may have to reduce the amount of dividends we pay or identify other financing sources. • Market and economic challenges experienced by the U.S. and global economies may adversely impact our operating results and financial condition. • We are subject to risks associated with our international investments, including compliance with and changes in foreign laws and fluctuations in foreign currency exchange rates. • Inflation and continuing increases in the inflation rate will have an adverse effect on our investments and results of operations. • We have substantial indebtedness and we may incur significant additional indebtedness and other liabilities.
Summary Risk Factors • We may be unable to enter into contracts for and complete property acquisitions or dispositions on advantageous terms and our property acquisitions may not perform as we expect. • The majority of our properties are occupied by single tenants and single-tenant leases involve significant risks of tenant default and tenant vacancies, which could materially and adversely affect us. • Our ability to grow depends on our ability to access additional debt or equity financing on attractive terms, and there can be no assurance we will be able to do so on favorable terms or at all. • Certain of the agreements governing our indebtedness may limit our ability to pay dividends on our common stock, $0.01 par value per share (“Common Stock”), our 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), our 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”), our 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series D Preferred Stock”), our 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 (“Series E Preferred Stock”, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”), or any other equity securities we may issue. • If we are not able to generate sufficient cash from operations, we may have to reduce the amount of dividends we pay or identify other financing sources. • Market and economic challenges experienced by the U.S. and global economies may adversely impact our operating results and financial condition. • We are subject to risks associated with our international investments, including compliance with and changes in foreign laws and fluctuations in foreign currency exchange rates. • Inflation and increases in the inflation rate will have an adverse effect on our investments and results of operations. • We have substantial indebtedness and we may incur significant additional indebtedness and other liabilities.
Approximately 61.1% of our leases, based on straight line rent, are fixed-rate increase averaging 1.7%, 14.8% are based on the Consumer Price Index, subject to certain caps, 4.6% are based on other measures, and 19.5% do not contain any escalation provisions.
Approximately 61.7% of our leases, based on straight line rent, are fixed-rate increase averaging 1.7%, 19.6% are based on the Consumer Price Index, subject to certain caps, 5.0% are based on other measures, and 13.7% do not contain any escalation provisions.
We may issue shares of our Common Stock or Series B Preferred Stock or another series of preferred stock pursuant to our existing at-the-market programs or any similar future program as well as in other public or private offerings, including shelf offerings, and shares of our Common Stock issued as awards to our officers, directors and other eligible persons.
We may issue shares of our Common Stock, pursuant to our existing at-the-market program, and may in the future also issue shares of our preferred stock pursuant to any similar future program, as well as in other public or private offerings, including shelf offerings, and shares of our Common Stock issued as awards to our officers, directors and other eligible persons.
If we are unable to repay or refinance any indebtedness secured by mortgages, we lose the mortgaged property in a foreclosure action. We have incurred, and may continue to incur, variable-rate debt. As of December 31, 2024 , a total of 9% of our indebtedness bore interest at variable rates which averaged 6.0%.
If we are unable to repay or refinance any indebtedness secured by mortgages, we lose the mortgaged property in a foreclosure action. We have incurred, and may continue to incur, variable-rate debt. As of December 31, 2025 , a total of 2% of our indebtedness bore interest at variable rates which averaged 4.9%.
No single tenant accounted for 5% or more of our consolidated annualized rental income on a straight-line basis as of December 31, 2024, however this may change in the future.
No single tenant accounted for 6% or more of our consolidated annualized rental income on a straight-line basis as of December 31, 2025, however this may change in the future.
As of December 31, 2024, a total of $464.5 million of our indebtedness bearing interest at a weighted rate of 3.8% matures in calendar year 2025 . Interest rates increased considerably over the last two years and may increase further in the future.
As of December 31, 2025, a total of $94.8 million of our indebtedness bearing interest at a weighted rate of 3.8% matures in calendar year 2026 . Interest rates increased considerably over the last two years and may increase further in the future.
As of December 31, 2024, approximately 19.5% of our annualized rental income on a straight-line basis was generated from leases that did not contain any rent escalation provisions, which impacts our ability to cover increased operating costs at properties with these leases.
As of December 31, 2025, approximately 14.1% of our annualized rental income on a straight-line basis was generated from leases that did not contain any rent escalation provisions, which impacts our ability to cover increased operating costs at properties with these leases.
We conduct, and intend to continue conducting, all of our business operations through our OPs and accordingly, we rely on distributions from our OPs and their subsidiaries to provide cash to pay our obligations.
We conduct, and intend to continue conducting, all of our business operations through our OP and accordingly, we rely on distributions from our OP and its subsidiaries to provide cash to pay our obligations.
There is no assurance that our OPs or their subsidiaries will be able to, or be permitted to, pay distributions to us that will enable us to pay dividends to our stockholders and meet our other obligations.
There is no assurance that our OP or its subsidiaries will be able to, or be permitted to, pay distributions to us that will enable us to pay dividends to our stockholders and meet our other obligations.
Based on the percentage of annualized rental income on a straight-line basis as of December 31, 2024, 20% of our properties were located in Europe, primarily in the United Kingdom, The Netherlands, Finland, France, Germany, and the Channel Islands, and 80% of our properties were located in the U.S. and Canada.
Based on the percentage of annualized rental income on a straight-line basis as of December 31, 2025, 26% of our properties were located in Europe, primarily in the United Kingdom, The Netherlands, Finland, France, Germany, and the Channel Islands, and 74% of our properties were located in the U.S. and Canada.
We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates, as was the case during 2022.
We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates.
On February 20, 2025, our Board authorized a share repurchase program, under which we are authorized to repurchase shares of Common Stock for an aggregate purchase price not to exceed $300.0 million, excluding fees, commissions and other ancillary expenses.
On February 20, 2025, our Board authorized a share repurchase program, under which we are authorized to repurchase shares of Common Stock for an aggregate purchase price not to exceed $300.0 million, excluding fees, commissions and other ancillary expenses, of which approximately $180 million was available at December 31, 2025.
Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms. Retail conditions and decreased demand for office space may adversely affect our revenues. Approximately 28% of our annualized straight-line rent (calculated as of December 31, 2024) is attributable to our Multi-Tenant Retail segment.
Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms. Decreased demand for office space may adversely affect our revenues. Approximately 27% of our annualized straight-line rent (calculated as of December 31, 2025) is attributable to our Office segment.
Our charter authorizes us to issue up to 290 million shares of stock, consisting of 250 million shares of common stock, par value $0.01 per share and 40 million shares of preferred stock, par value $0.01 per share. As of December 31, 2024, we had 24 million shares of Preferred Stock issued and outstanding.
Our charter authorizes us to issue up to 440 million shares of stock, consisting of 400 million shares of common stock, par value $0.01 per share and 40 million shares of preferred stock, par value $0.01 per share. As of December 31, 2025, we had 24 million shares of Preferred Stock issued and outstanding.
We have used and may continue to use foreign currency derivatives, including options, currency forward and cross currency swap agreements, to manage a portion of our exposure to fluctuations in GBP-USD and EUR-USD exchange rates, but there can be no assurance our hedging strategy will be successful.
We have used and may continue to use foreign currency derivatives, including options, currency forward and cross currency swap agreements, to manage a portion of our exposure to fluctuations in British Pounds Sterling (“GBP”)-USD and Euros (“EUR”)-USD exchange rates, but there can be no assurance our hedging strategy will be successful.
We depend on our OPs and their subsidiaries for cash flow and are structurally subordinated in right of payment to the obligations of our OPs and their subsidiaries.
We depend on our OP and its subsidiaries for cash flow and are structurally subordinated in right of payment to the obligations of our OP and its subsidiaries.
As of December 31, 2024 , we had $4.7 billion of total gross indebtedness outstanding, including $2.3 billion of secured indebtedness, $1.4 billion outstanding under the Revolving Credit Facility, and $1.0 billion of our Senior Notes. We had availability to borrow an additional $332.5 million, under our Revolving Credit Facility as of December 31, 2024 .
As of December 31, 2025 , we had $2.6 billion of total gross indebtedness outstanding, including $1.3 billion of secured indebtedness, $324.2 million outstanding under the Revolving Credit Facility, and $1.0 billion of our Senior Notes. We had availability to borrow an additional $781.7 million, under our Revolving Credit Facility as of December 31, 2025 .
Noncorporate stockholders are entitled to a 20% deduction with respect to these ordinary REIT dividends which would, if allowed in full, result in a maximum effective U.S. federal income tax rate on these ordinary REIT dividends of 29.6% (or 33.4% including the 3.8% surtax on net investment income); however, the 20% deduction will end after December 31, 2025, unless the law is extended.
Noncorporate stockholders are entitled to a 20% deduction with respect to these ordinary REIT dividends which would, if allowed in full, result in a maximum effective U.S. federal income tax rate on these ordinary REIT dividends of 29.6% (or 33.4% including the 3.8% surtax on net investment income).
A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.
A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs, reduce our access to capital or lead to additional restrictions under our debt agreements.
As of December 31, 2024, the following countries and states accounted for 5% or more of our consolidated annualized rental income on a straight-line basis: Country December 31, 2024 European Countries: United Kingdom 10% Other European Countries 10% Total European Countries 20% United States and Canada: Michigan 9% Ohio 6% Texas 6% North Carolina 5% Other States and Canada 54% Total United States and Canada 80% Total 100% Likewise, a high concentration of our tenants in a similar industry magnifies the effects of downturns in that industry and would have a disproportionate adverse effect on the value of investments and results of operations.
As of December 31, 2025, the following countries and states accounted for 5% or more of our consolidated annualized rental income on a straight-line basis: Country December 31, 2025 European Countries: United Kingdom 10% Other European Countries 16% Total European Countries 26% United States and Canada: Michigan 13% Texas 6% Ohio 6% Georgia 4% Other States and Canada 45% Total United States and Canada 74% Total 100% Likewise, a high concentration of our tenants in a similar industry magnifies the effects of downturns in that industry and would have a disproportionate adverse effect on the value of investments and results of operations.
This lack of control over our net-leased properties makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certain regulatory disclosure requirements to which we are subject (such as the anticipated changes to the SEC’s climate-related disclosure rules) or comply effectively with established ESG frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, the TCFD and the Sustainability Accounting Standards Board.
This lack of control over our net-leased properties makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with any current or future regulatory disclosure requirements or comply effectively with established ESG frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, the TCFD and the Sustainability Accounting Standards Board.
The timing, number and amount of any future interest rate changes are uncertain, and there can be no assurance that rates will continue to decrease at a rate currently predicted or at all, which would in turn negatively impact our borrowing costs.
The future path of inflation and interest rates remain uncertain, and there can be no assurance that rates will continue to decrease at a rate currently predicted or at all, which would in turn negatively impact our borrowing costs.
Another pandemic in the future could have repercussions across many sectors and areas of the global economy and financial markets, leading to significant adverse impacts on economic activity as well as significant volatility and negative pressure in financial markets.
A declaration of a pandemic or a future outbreak of a highly infectious or contagious disease could have repercussions across many sectors and areas of the global economy and financial markets, leading to significant adverse impacts on economic activity as well as significant volatility and negative pressure in financial markets.
Because our decision to issue equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings.
Because our decision to issue equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. We cannot guarantee that our share repurchase program will enhance long-term stockholder value.
Further, as of December 31, 2024, we had $1.4 billion ($0.5 billion, £344.0 million, €422.1 million and C$38.0 million) in outstanding debt under the Revolving Credit Facility. We may continue to borrow in foreign currencies when purchasing properties located outside the Unites States, including draws under our Revolving Credit Facility.
Further, as of December 31, 2025, we had $324.2 million ($20.0 million and €259.1 million) in outstanding debt under the Revolving Credit Facility. We may continue to borrow in foreign currencies when purchasing properties located outside the Unites States, including draws under our Revolving Credit Facility.
Our cash flows provided by operations were $299.5 million for the year ended December 31, 2024. During this period, we paid total dividends of $316.3 million, including payments to holders of our Common Stock, Preferred Stock and distributions to holders of LTIP Units.
Our cash flows provided by operations were $222.8 million for the year ended December 31, 2025. During this period, we paid total dividends of $235.8 million, including payments to holders of our Common Stock and Preferred Stock.
In addition, no more than 20% of the value of our total assets may consist of stock or securities of one or more TRSs and no more than 25% of our assets may consist of publicly offered REIT debt instruments that do not otherwise qualify under the 75% asset test.
In addition, no more than 25% (20% for taxable years beginning after December 31, 2017, and before January 1, 2026) of the value of our total 31 Table of Contents assets may consist of stock or securities of one or more TRSs and no more than 25% of our assets may consist of publicly offered REIT debt instruments that do not otherwise qualify under the 75% asset test.
Growing public concern about climate change and investor expectations have resulted in the increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas (“GHG”) emissions and climate change issues. Legislation to regulate GHG emissions has periodically been introduced in the U.S.
Growing public concern about climate change and investor expectations have resulted in the increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas (“GHG”) emissions and climate change issues in recent years.
Our business may be affected by market and economic challenges experienced by the U.S. and global economies. These conditions may materially affect the commercial real estate industry, the businesses of our tenants and the value and performance of our properties and the availability or the terms of financing that we may utilize, among other things.
These conditions may materially affect the commercial real estate industry, the businesses of our tenants and the value and performance of our properties and the availability or the terms of financing that we may utilize, among other things.
The inability of a tenant in single-tenant properties to pay rent will materially reduce our revenues. Presently, the majority of our properties are occupied by single tenants and, therefore, the success of our investments is materially dependent on the financial stability of these individual tenants.
Presently, the majority of our properties are occupied by single tenants and, therefore, the success of our investments is materially dependent on the financial stability of these individual tenants.
The interest rate on borrowings under the Revolving Credit Facility was 5.7% and 6.0% as of December 31, 2024 and 2023, respectively . The interest rate on any indebtedness we refinance will likely be higher than the rate on the maturing indebtedness.
The interest rate on borrowings under the Revolving Credit Facility was 3.4% as of December 31, 2025 . The interest rate on any indebtedness we refinance will likely be higher than the rate on the maturing indebtedness.
As of December 31, 2024, the following industries had concentrations of properties accounting for 5.0% or more of our consolidated annualized rental income on a straight-line basis: 11 Table of Contents Industry December 31, 2024 Financial Services 7% Auto Manufacturing 6% Discount Retail 6% Specialty Retail 5% Healthcare 5% Any adverse situation that disproportionately affects the industries listed above may have a magnified adverse effect on our portfolio.
As of December 31, 2025, the following industries had concentrations of properties accounting for 5.0% or more of our consolidated annualized rental income on a straight-line basis: Industry December 31, 2025 Financial Services 9% Freight & Logistics 8% Healthcare 6% Auto Manufacturing 5% Consumer Goods 5% Any adverse situation that disproportionately affects the industries listed above may have a magnified adverse effect on our portfolio. 11 Table of Contents The inability of a tenant in single-tenant properties to pay rent will materially reduce our revenues.
If we provide financing to purchasers, we will bear the risk that the purchaser may default, which could negatively impact our cash flow.
If we sell properties by providing financing to purchasers, we will be exposed to defaults by the purchasers. In some instances, we may sell our properties by providing financing to purchasers. If we provide financing to purchasers, we will bear the risk that the purchaser may default, which could negatively impact our cash flow.
A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 20% of the gross value of a REIT’s assets may consist of stock or securities of one or more TRSs.
A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS.
In addition, approximately 17% of our annualized straight-line rent (calculated as of December 31, 2024) is attributable to our Office segment. In recent years, the market for office space has seen a shift in the use of space due to the widespread practices of telecommuting, videoconferencing, and renting shared workspaces, which accelerated at the onset of the COVID-19 pandemic.
In recent years, the market for office space has seen a shift in the use of space due to the widespread practices of telecommuting, videoconferencing, and renting shared workspaces, which accelerated at the onset of the COVID-19 pandemic.
We have acquired or financed, and may continue to acquire or finance, properties with lock-out provisions which may prohibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties. 15 Table of Contents Lock-out provisions typically include terms that provide strong financial disincentives for borrowers to prepay their outstanding loan balance and exist in order to protect the yield expectations of lenders, including by requiring a yield maintenance premium to be paid in connection with prepaying principal upon a sale or disposition.
Lock-out provisions typically include terms that provide strong financial disincentives for borrowers to prepay their outstanding loan balance and exist in order to protect the yield expectations of lenders, including by requiring a yield 14 Table of Contents maintenance premium to be paid in connection with prepaying principal upon a sale or disposition.
Many retailers operating brick and mortar stores have made online sales a piece of their business. There can be no assurance that our Multi-Tenant Retail segment strategy of building a diverse portfolio focused on properties leased to necessity-based, service retail and experiential retail tenants, will insulate us from the effects online commerce has had on some retail operators.
Many retailers operating brick and mortar stores have made online sales a piece of their business. There can be no assurance that our Retail segment will not be negatively impacted from the effects online commerce has had on some retail operators.
Such attacks also may be further enhanced in frequency or effectiveness through threat actors’ use of artificial intelligence. We must continuously monitor and develop networks and information technology to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses, and social engineering, such as phishing.
We must continuously monitor and develop networks and information technology to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses, and social engineering, such as phishing.
If we are unable to anticipate and respond promptly to trends in the market (such as space for a drive through or curbside pickup), our occupancy levels and rental rates may decline in our Multi-Tenant Retail segment. Our revenue in our Multi-Tenant Retail segment is impacted by the success and economic viability of our anchor retail tenants.
If we are unable to anticipate and respond promptly to trends in the market (such as space for a drive through or curbside pickup), our occupancy levels and rental rates may decline in our Retail segment. A sale-leaseback transaction may be recharacterized in a tenant’s bankruptcy proceeding.
If we are not able to increase the amount of cash we have available to pay dividends, we may have to reduce dividend payments or identify other financing sources to fund the payment of dividends at their current levels.
If we are unable to do so, our ability to successfully pursue our long-term strategy of growth through property acquisitions will be limited. 8 Table of Contents If we are not able to increase the amount of cash we have available to pay dividends, we may have to reduce dividend payments or identify other financing sources to fund the payment of dividends at their current levels.
Deflation would have a serious impact on economic growth and may adversely affect the financial condition of our tenants and the rental rates at which we renew or enter into leases. 18 Table of Contents Periodically, we have experienced, and we may experience in the future, a decline in the fair value of our real estate assets, resulting in impairment charges that impact our financial condition and results of operations.
Deflation would have a serious impact on economic growth and may adversely affect the financial condition of our tenants and the rental rates at which we renew or enter into leases.
If we are unable to collect the data necessary to comply with these disclosure requirements, we may be subject to increased regulatory risk.
If we are unable to collect the data necessary to comply with these disclosure requirements, we may be subject to increased regulatory risk. If the data is incomplete or unfavorable, our relationship with our stockholders, our stock price, and our access to capital may be negatively impacted.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest change(2) Other includes 81 industry types as of December 31, 2024. 36 Table of Contents The following table details the geographic distribution of our portfolio as of December 31, 2024: Region Number of Properties Annualized Straight-Line Rent (1) (in thousands) Annualized Straight-Line Rent as a Percentage of the Total Portfolio (2) Square Feet (in thousands) (2) Square Feet as a Percentage of the Total Portfolio (2) United States 1,036 $ 525,491 80.1 % 49,562 81.9 % Michigan 92 60,443 9.2 % 6,457 10.6 % Ohio 66 40,649 6.2 % 5,787 9.5 % Texas 66 40,241 6.1 % 2,919 4.8 % North Carolina 41 32,006 4.9 % 3,699 6.1 % Georgia 94 27,822 4.2 % 2,176 3.6 % Illinois 61 27,131 4.1 % 2,767 4.6 % Florida 50 23,725 3.6 % 1,607 2.6 % Alabama 37 22,468 3.4 % 1,967 3.2 % South Carolina 38 19,606 3.0 % 2,194 3.6 % Kentucky 24 17,932 2.7 % 1,465 2.4 % Indiana 23 16,767 2.6 % 2,416 4.0 % Pennsylvania 29 16,682 2.5 % 1,248 2.1 % Oklahoma 26 15,118 2.3 % 1,185 2.0 % Missouri 16 14,845 2.3 % 1,214 2.0 % Tennessee 29 11,123 1.7 % 1,295 2.1 % Massachusetts 15 10,999 1.7 % 1,007 1.7 % Louisiana 36 10,514 1.6 % 638 1.1 % New Jersey 5 9,684 1.5 % 421 0.7 % New York 23 9,004 1.4 % 1,073 1.8 % Wisconsin 21 8,807 1.3 % 664 1.1 % Kansas 24 8,109 1.2 % 692 1.1 % Nevada 4 7,907 1.2 % 408 0.7 % Arkansas 16 7,759 1.2 % 475 0.8 % California 6 7,699 1.2 % 1,002 1.7 % Mississippi 34 7,167 1.1 % 597 1.0 % New Mexico 11 5,348 0.8 % 415 0.7 % Maryland 6 5,155 0.8 % 419 0.7 % Connecticut 5 4,598 0.7 % 402 0.7 % Iowa 28 3,844 0.6 % 402 0.7 % Virginia 14 3,799 0.6 % 308 0.5 % Minnesota 9 3,152 0.5 % 333 0.5 % West Virginia 29 3,134 0.5 % 345 0.6 % Colorado 5 3,101 0.5 % 120 0.2 % New Hampshire 4 2,779 0.4 % 339 0.6 % Rhode Island 2 2,207 0.3 % 107 0.2 % Maine 4 2,021 0.3 % 64 0.1 % North Dakota 5 1,848 0.3 % 193 0.3 % Nebraska 8 1,761 0.3 % 113 0.2 % South Dakota 4 1,489 0.2 % 101 0.2 % Utah 4 1,357 0.2 % 50 0.1 % Wyoming 6 1,350 0.2 % 89 0.1 % Vermont 4 1,338 0.2 % 235 0.4 % Montana 5 893 0.1 % 74 0.1 % Idaho 3 731 0.1 % 35 0.1 % Alaska 1 424 0.1 % 9 — % Arizona 1 366 0.1 % 22 — % Delaware 1 340 0.1 % 10 — % Washington, DC 1 249 — % 4 — % United Kingdom 53 68,451 10.4 % 4,836 8.0 % Netherlands 4 16,128 2.5 % 1,007 1.7 % Finland 5 12,826 2.0 % 1,457 2.4 % Germany 5 9,939 1.5 % 1,584 2.6 % France 7 7,325 1.1 % 1,416 2.3 % Channel Islands 1 5,646 0.9 % 114 0.2 % Luxembourg 1 5,544 0.8 % 156 0.3 % Canada 7 2,888 0.4 % 372 0.6 % Italy 2 2,238 0.3 % 195 0.3 % Total 1,121 $ 656,476 100 % 60,699 100 % (1) Annualized straight-line rent converted from local currency into USD as of December 31, 2024 for the in-place lease in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
Biggest change(2) Other includes 56 industry types as of December 31, 2025. 36 Table of Contents The following table details the geographic distribution of our portfolio as of December 31, 2025: Region Number of Properties Annualized Straight-Line Rent (1) (in thousands) Annualized Straight-Line Rent as a Percentage of the Total Portfolio (2) Square Feet (in thousands) (2) Square Feet as a Percentage of the Total Portfolio (2) United States 742 $ 298,860 73.0 % 30,735 75.8 % Michigan 83 51,077 12.5 % 4,675 11.5 % Texas 46 24,197 5.9 % 1,868 4.6 % Ohio 45 23,007 5.6 % 4,355 10.7 % Georgia 51 16,139 3.9 % 1,672 4.1 % Illinois 41 14,029 3.4 % 1,395 3.4 % South Carolina 31 13,636 3.3 % 1,562 3.8 % Alabama 21 12,256 3.0 % 1,053 2.6 % Tennessee 26 10,116 2.5 % 1,127 2.8 % North Carolina 26 9,678 2.4 % 1,520 3.7 % Florida 43 9,548 2.3 % 444 1.1 % Missouri 14 9,248 2.3 % 876 2.2 % New York 21 8,352 2.0 % 1,049 2.6 % California 6 7,699 1.9 % 1,002 2.5 % Massachusetts 13 6,656 1.6 % 673 1.7 % Kentucky 17 6,338 1.5 % 634 1.6 % Pennsylvania 21 6,051 1.5 % 413 1.0 % New Jersey 3 5,884 1.4 % 271 0.7 % Indiana 14 5,764 1.4 % 1,221 3.0 % Mississippi 29 4,848 1.2 % 479 1.2 % Connecticut 5 4,598 1.1 % 402 1.0 % Kansas 14 3,759 0.9 % 316 0.8 % Arkansas 6 3,571 0.9 % 137 0.3 % Minnesota 8 3,223 0.8 % 330 0.8 % Colorado 4 3,047 0.7 % 115 0.3 % West Virginia 28 3,005 0.7 % 334 0.8 % Louisiana 18 2,846 0.7 % 250 0.6 % New Hampshire 4 2,779 0.7 % 339 0.8 % Virginia 13 2,663 0.7 % 173 0.4 % Wisconsin 9 2,602 0.6 % 227 0.6 % Iowa 12 2,576 0.6 % 369 0.9 % Maine 4 2,021 0.5 % 64 0.2 % Oklahoma 16 1,921 0.5 % 144 0.4 % North Dakota 5 1,906 0.5 % 193 0.5 % South Dakota 4 1,489 0.4 % 101 0.2 % Nebraska 6 1,482 0.4 % 106 0.3 % Rhode Island 1 1,436 0.4 % 86 0.2 % Vermont 4 1,319 0.3 % 235 0.6 % Maryland 4 1,288 0.3 % 135 0.3 % Utah 3 1,249 0.3 % 47 0.1 % New Mexico 8 1,178 0.3 % 93 0.2 % Wyoming 4 1,158 0.3 % 84 0.2 % Idaho 3 731 0.2 % 35 0.1 % Nevada 2 596 0.1 % 24 0.1 % Montana 2 520 0.1 % 62 0.2 % Alaska 1 418 0.1 % 9 — % Arizona 1 366 0.1 % 22 0.1 % Delaware 1 341 0.1 % 10 — % Washington, DC 1 249 0.1 % 4 — % United Kingdom 47 40,891 10.0 % 3,784 9.3 % Netherlands 4 18,765 4.6 % 1,007 2.5 % Finland 5 14,497 3.5 % 1,457 3.6 % Germany 5 11,285 2.8 % 1,558 3.8 % France 6 7,371 1.8 % 1,305 3.2 % Luxembourg 1 6,266 1.5 % 156 0.4 % Channel Islands 1 6,077 1.5 % 114 0.3 % Canada 7 3,049 0.7 % 372 0.9 % Italy 2 2,240 0.6 % 196 0.5 % Total 820 $ 409,301 100 % 40,684 100 % (1) Annualized straight-line rent converted from local currency into USD as of December 31, 2025 for the in-place lease in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
(2) Totals may not foot due to rounding. 37 Table of Contents Future Minimum Lease Payments For a summary of future minimum base rent payments, on a cash basis, due to us over the next five calendar years and thereafter (as of December 31, 2024), see Note 2 — Summary of Significant Accounting Polices to our consolidated financial statements included in this Annual Report on Form 10-K.
(2) Totals may not foot due to rounding. 37 Table of Contents Future Minimum Lease Payments For a summary of future minimum base rent payments, on a cash basis, due to us over the next five calendar years and thereafter (as of December 31, 2025), see Note 2 — Summary of Significant Accounting Polices to our consolidated financial statements included in this Annual Report on Form 10-K.
Significant Properties As of December 31, 2024, we did not have any properties whose rentable square footage or annualized rental income represented greater than 5% of total portfolio rentable square footage or annualized straight-line rent, respectively.
Significant Properties As of December 31, 2025, we did not have any properties whose rentable square footage or annualized rental income represented greater than 5% of total portfolio rentable square footage or annualized straight-line rent, respectively.
Tenant Concentration As of December 31, 2024, we did not have any tenant whose rentable square footage or annualized straight-line rent represented greater than 10% of total portfolio rentable square footage or annualized straight-line rent, respectively.
Tenant Concentration As of December 31, 2025, we did not have any tenant whose rentable square footage or annualized straight-line rent represented greater than 10% of total portfolio rentable square footage or annualized straight-line rent, respectively.
Property Financings See Note 5 — Mortgage Notes Payable, Net, Note 6 — Revolving Credit Facility and Note 7 — Senior Notes, Net to our consolidated financial statements included in this Annual Report on Form 10-K for property financings as of December 31, 2024 and 2023. Item 3. Legal Proceedings. None. Item 4. Mine Safety Disclosures.
Property Financings See Note 6 — Mortgage Notes Payable, Net, Note 7 — Revolving Credit Facility and Note 8 — Senior Notes, Net to our consolidated financial statements included in this Annual Report on Form 10-K for property financings as of December 31, 2025 and 2024. Item 3. Legal Proceedings. None. Item 4. Mine Safety Disclosures.
Weighted-average remaining lease term in years is calculated based on square feet as of December 31, 2024.
Weighted-average remaining lease term in years is calculated based on square feet as of December 31, 2025.
The following table details distribution of our portfolio by country/location as of December 31, 2024: Country Acquisition Period Number of Properties Square Feet Percentage of Properties by Square Feet Average Remaining Lease Term (1) (In thousands) Canada Dec. 2019 - Dec. 2021 7 372 0.6% 15.1 Channel Islands Sept. 2021 1 114 0.2% 6.0 Finland Nov. 2014 - Sep. 2015 5 1,457 2.4% 7.5 France Dec. 2016 - Dec. 2020 7 1,416 2.3% 3.3 Germany Jan. 2014 - Dec. 2016 5 1,584 2.6% 3.5 Italy Feb. 2020 2 196 0.3% 7.2 Luxembourg Dec. 2016 1 156 0.3% 2.0 The Netherlands Nov. 2014 - Dec. 2021 4 1,007 1.7% 4.3 United Kingdom Oct. 2012 - Jan. 2023 53 4,834 8.0% 8.3 United States Aug. 2013 - Oct. 2023 1,036 49,563 81.7% 5.9 Total 1,121 60,699 100% 6.2 _________ (1) If the portfolio has multiple properties with varying lease expirations, average remaining lease term is calculated on a weighted-average basis.
The following table details distribution of our portfolio by country/location as of December 31, 2025: Country Acquisition Period Number of Properties Square Feet Percentage of Properties by Square Feet Average Remaining Lease Term (1) (In thousands) Canada Dec. 2019 - Dec. 2021 7 372 0.9% 14.5 Channel Islands Sept. 2021 1 114 0.3% 5.0 Finland Nov. 2014 - Sep. 2015 5 1,457 3.6% 6.5 France Dec. 2016 - Dec. 2020 6 1,305 3.2% 2.8 Germany Jan. 2014 - Dec. 2016 5 1,558 3.8% 4.8 Italy Feb. 2020 2 196 0.5% 6.2 Luxembourg Dec. 2016 1 156 0.4% 1.0 The Netherlands Nov. 2014 - Dec. 2021 4 1,007 2.5% 3.3 United Kingdom Oct. 2012 - Jan. 2023 47 3,781 9.3% 5.9 United States Aug. 2013 - Oct. 2023 742 30,738 75.6% 6.0 Total 820 40,684 100% 6.0 _________ (1) If the portfolio has multiple properties with varying lease expirations, average remaining lease term is calculated on a weighted-average basis.
Assumes exchange rates of £1.00 to $1.25 for GBP, €1.00 to $1.04 for EUR and $1.00 Canadian Dollar (“CAD”) to $0.70, as of December 31, 2024 for illustrative purposes, as applicable.
Assumes exchange rates of £1.00 to $1.35 for GBP, €1.00 to $1.17 for EUR and C$1.00 to $0.73 for Canadian Dollar (“CAD”), as of December 31, 2025 for illustrative purposes, as applicable.
Assumes exchange rates of £1.00 to $1.25 for GBP, €1.00 to $1.04 for EUR and $1.00 CAD to $0.70 as of December 31, 2024 for illustrative purposes, as applicable.
Assumes exchange rates of £1.00 to $1.35 for GBP, €1.00 to $1.17 for EUR and C$1.00 to $0.73 for CAD as of December 31, 2025 for illustrative purposes, as applicable.
Future Lease Expirations The following is a summary of lease expirations for the next ten calendar years on the properties we owned as of December 31, 2024: Year of Expiration Number of Leases Expiring Annualized Straight-Line Rent (1) Annualized Straight-Line Rent as a Percentage of the Total Portfolio Leased Rentable Square Feet Percent of Leased Square Feet Expiring (In thousands) (In thousands) 2025 176 $ 47,465 7.2 % 4,157 7.0 % 2026 202 53,966 8.2 % 3,880 7.0 % 2027 249 56,870 8.7 % 5,330 9.0 % 2028 306 84,365 12.9 % 8,894 15.0 % 2029 285 86,013 13.1 % 8,335 14.0 % 2030 179 61,823 9.4 % 4,854 8.0 % 2031 84 34,722 5.3 % 5,366 9.0 % 2032 96 35,629 5.4 % 2,973 5.0 % 2033 79 36,160 5.5 % 2,821 5.0 % 2034 86 26,643 4.1 % 1,995 3.0 % Total 1,742 $ 523,656 79.8 % 48,605 82.0 % ________ (1) Assumes exchange rates of £1.00 to $1.25 for GBP, €1.00 to $1.04 for EUR and $1.00 CAD to $0.70 as of December 31, 2024 for the in-place lease in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
Future Lease Expirations The following is a summary of lease expirations for the next ten calendar years on the properties we owned as of December 31, 2025: Year of Expiration Number of Leases Expiring Annualized Straight-Line Rent (1) Annualized Straight-Line Rent as a Percentage of the Total Portfolio Leased Rentable Square Feet Percent of Leased Square Feet Expiring (In thousands) (In thousands) 2026 40 $ 34,626 8.5 % 2,216 5.6 % 2027 93 30,895 7.5 % 2,562 6.5 % 2028 135 45,959 11.2 % 4,328 11.0 % 2029 131 60,352 14.7 % 6,221 15.8 % 2030 107 47,776 11.7 % 3,895 9.9 % 2031 64 34,257 8.4 % 5,460 13.9 % 2032 57 35,308 8.6 % 3,663 9.3 % 2033 29 28,903 7.1 % 2,427 6.2 % 2034 28 18,072 4.4 % 1,220 3.1 % 2035 10 10,238 2.5 % 1,216 3.1 % Total 694 $ 346,386 84.6 % 33,208 84.4 % ________ (1) Assumes exchange rates of £1.00 to $1.35 for GBP, €1.00 to $1.17 for EUR and C$1.00 to $0.73 for CAD as of December 31, 2025 for the in-place lease in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
The following table represents a summary by segment of our portfolio of real estate properties as of December 31, 2024: Annualized Straight-Line Rent Annualized Base Rent Square Feet Segment Number of Properties Amount % Amount % Amount % Occupancy Weighted-Average Remaining Lease Term (Years) (1) (In thousands) (In thousands) (In thousands) Industrial & Distribution 206 $ 221,066 34 % $ 216,038 34 % 31,938 53 % 99 % 6.6 Multi-Tenant Retail 101 181,798 28 % 181,676 28 % 14,785 24 % 91 % 5.5 Single-Tenant Retail 748 135,767 21 % 126,059 20 % 7,261 12 % 99 % 7.4 Office 66 117,845 17 % 120,110 18 % 6,715 11 % 97 % 4.3 Total 1,121 $ 656,476 100 % $ 643,883 100 % 60,699 100 % 97 % 6.2 _____________ (1) If the portfolio has multiple properties with varying lease expirations, average remaining lease term is calculated on a weighted-average basis.
The following table represents a summary by segment of our portfolio of real estate properties as of December 31, 2025: Annualized Straight-Line Rent Annualized Base Rent Square Feet Segment Number of Properties Amount % Amount % Amount % Occupancy Weighted-Average Remaining Lease Term (Years) (1) (In thousands) (In thousands) (In thousands) Industrial & Distribution 187 $ 188,221 46 % $ 185,270 46 % 28,236 70 % 97 % 6.2 Retail 578 110,458 27 % 108,408 27 % 6,594 16 % 97 % 6.9 Office 55 110,622 27 % 110,581 27 % 5,854 14 % 97 % 4.3 Total 820 $ 409,301 100 % $ 404,259 100 % 40,684 100 % 97 % 6.1 _____________ (1) If the portfolio has multiple properties with varying lease expirations, average remaining lease term is calculated on a weighted-average basis.
Weighted-average remaining lease term in years is calculated based on square feet as of December 31, 2024. 35 Table of Contents The following table details the tenant industry distribution of our portfolio as of December 31, 2024: Industry Annualized Straight-Line Rent (1) Annualized Straight-Line Rent as a Percentage of the Total Portfolio Leased Square Feet Square Feet as a Percentage of the Total Portfolio (In thousands) (In thousands) Financial Services $ 45,392 7 % 3,159 5 % Auto Manufacturing 42,173 6 % 4,237 7 % Discount Retail 36,111 6 % 3,686 6 % Specialty Retail 30,787 5 % 2,670 5 % Healthcare 30,614 5 % 1,359 2 % Gas/Convenience 28,672 4 % 655 1 % Freight 25,675 4 % 2,766 5 % Consumer Goods 21,933 3 % 4,705 8 % Apparel Retail 16,967 3 % 1,223 2 % Other (2) 378,152 57 % 34,211 59 % Total $ 656,476 100 % $ 58,671 100 % ________ (1) Annualized straight-line rent converted from local currency into USD as of December 31, 2024 for the in-place lease in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
Weighted-average remaining lease term in years is calculated based on square feet as of December 31, 2025. 35 Table of Contents The following table details the tenant industry distribution of our portfolio as of December 31, 2025: Industry Annualized Straight-Line Rent (1) Annualized Straight-Line Rent as a Percentage of the Total Portfolio Leased Square Feet Square Feet as a Percentage of the Total Portfolio (In thousands) (In thousands) Financial Services $ 37,822 9 % 2,173 6 % Freight & Logistics 30,746 8 % 4,039 10 % Healthcare 25,512 6 % 1,133 3 % Auto Manufacturing 22,306 5 % 3,193 8 % Consumer Goods 22,254 5 % 4,705 12 % Distribution 17,464 4 % 1,770 4 % Aerospace 16,337 4 % 1,405 4 % Discount Retail 16,261 4 % 1,880 5 % Technology 14,468 4 % 733 2 % Pharmacy 13,624 3 % 549 1 % Government 13,521 3 % 488 1 % Retail Banking 12,024 3 % 419 1 % Home Improvement 11,744 3 % 1,987 5 % Auto Services 10,580 3 % 225 1 % Automotive Parts Supplier 10,366 3 % 964 2 % Other (2) 134,272 33 % 13,730 35 % Total $ 409,301 100 % $ 39,393 100 % ________ (1) Annualized straight-line rent converted from local currency into USD as of December 31, 2025 for the in-place lease in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+4 added−6 removed11 unchanged
Biggest changeOn February 27, 2025, we announced that our Board plans to reduce our quarterly dividend per share of Common Stock from $0.275 to $0.190 per share, representing an annual dividend rate of $0.76 per share, beginning with the dividend expected to be declared in April 2025.
Biggest changeDividends to Common Stockholders In February 2025 we announced that the Board had established a quarterly dividend per share of Common Stock of $0.190 per share, representing an annual dividend rate of $0.76 per share, and we currently intend to continue paying cash dividends consistent with this practice; however, our Board determines the amount and timing of any future dividend payments to our stockholders based on a variety of factors.
Dividends paid during the year ended December 31, 2024 and 2023 on the Series E Preferred Stock were considered 89.3% and 100% return of capital, respectively. See Note 10 — Stockholders' Equity to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion on tax characteristics of dividends.
Dividends paid during the year ended December 31, 2025 and 2024 and 2023 on the Series E Preferred Stock were considered 100%, 89.3% and 100% return of capital, respectively. See Note 11 — Stockholders' Equity to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion on tax characteristics of dividends.
For additional information on the restrictions on dividends and other distributions in our Credit Facility, see Note 6 — Revolving Credit Facility to our consolidated financial statements included in this Annual Report on Form 10-K and “ Item 1A.
For additional information on the restrictions on dividends and other distributions in our Credit Facility, see Note 7 — Revolving Credit Facility to our consolidated financial statements included in this Annual Report on Form 10-K and “ Item 1A.
Risk Factors - If we are not able to increase the amount of cash we have available to pay dividends, we may have to reduce dividend payments or identify other financing sources to fund the payment of dividends at their current levels.” For tax purposes, of the amounts distributed for Common Stock dividends during the year ended December 31, 2024, 100.0%, or $1.18 per share per annum, represented a return of capital.
Risk Factors — If we are not able to increase the amount of cash we have available to pay dividends, we may have to reduce dividend payments or identify other financing sources to fund the payment of dividends at their current levels.” For tax purposes, of the amounts distributed for Common Stock dividends during the year ended December 31, 2025, 100%, or $0.845 per share per annum, represented a return of capital.
During the year ended December 31, 2023, 100.0%, or $1.55 per share per annum, represented a return of capital.
During the year ended December 31, 2024, 100%, or $1.18 per share per annum, represented a return of capital. During the year ended December 31, 2023, 100.0%, or $1.55 per share per annum, represented a return of capital.
The graph tracks the performance of a $100 investment in our Common Stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024.
The graph tracks the performance of a $100 investment in our Common Stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025.
Dividends paid on Series A Preferred Stock during the year ended December 31, 2022 were considered 69.9% ordinary dividend income. Dividends paid during the years ended December 31, 2024 and 2023 on the Series B Preferred Stock were considered 89.3% and 100% return of capital, respectively.
Dividends paid during the years ended December 31, 2025, 2024 and 2023 on the Series A Preferred Stock were considered 100%, 89.3% and 100% return of capital, respectively.
Dividends paid on Series B Preferred Stock during the year ended December 31, 2022 were considered 69.9% ordinary dividend income. Dividends paid during the year ended December 31, 2024 and 2023 on the Series D Preferred Stock were considered 89.3% and 100% return of capital, respectively.
Dividends paid during the years ended December 31, 2025, 2024 and 2023 on the Series B Preferred Stock were considered 100%, 89.3% and 100% return of capital, respectively. 39 Table of Contents Dividends paid during the year ended December 31, 2025, 2024 and 2023 on the Series D Preferred Stock were considered 100%, 89.3% and 100% return of capital, respectively.
Holders As of February 24, 2025, we had 230.8 million shares of Common Stock outstanding held by 6,002 stockholders of record. Dividends We elected to be taxed as a REIT, commencing with our taxable year ended December 31, 2013.
Holders As of February 23, 2026, we had 214.2 million shares of Common Stock outstanding held by 5,584 sto ckholders of record. Dividends We elected to be taxed as a REIT, commencing with our taxable year ended December 31, 2013.
Dividends have been, and we anticipate will continue to be, paid on a quarterly basis on or around the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to common stockholders of record on the record date for such payment.
Common Stock dividends authorized by our Board and declared by us are paid on a quarterly basis in arrears during the first month following the end of each fiscal quarter (unless otherwise specified) to common stockholders of record on the record date for such payment.
Removed
During the year ended December 31, 2022, 100.0%, or $1.60 per share per annum, represented a return of capital. 39 Table of Contents Dividends paid during the years ended December 31, 2024 and 2023 on the Series A Preferred Stock were considered 89.3% and 100% return of capital, respectively.
Added
Refer to Note 11 — Stockholders' Equity to our consolidated financial statements included in this Annual Report on Form 10-K for additional information on dividends to holders of our Common Stock.
Removed
Dividends to Common Stockholders In connection with the Mergers, in October 2023, the Board approved an annual dividend rate on our Common Stock of $1.42 per share, or $0.354 per share on a quarterly basis.
Added
Common Stock dividends authorized by our Board and declared by us are paid on a quarterly basis in arrears during the first month following the end of each fiscal quarter (unless otherwise specified) to common stockholders of record on the record date for such payment.
Removed
The first dividend paid at this rate occurred on October 16, 2023 and, accordingly, during the three months ended March 31, 2024, we paid dividends at this rate as well.
Added
Dividends on the Series E Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record at the close of business on the record date set by our Board. 40 Table of Contents Purchase of Equity Securities by the Issuer The following table presents our Common Stock share repurchase activity for the quarter ended December 31, 2025 (dollars in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (1) (In Thousands) October 1, 2025 to October 31, 2025 1,144,601 $ 7.90 1,144,601 $ 208,284 November 1, 2025 to November 30, 2025 — — — $ 208,284 December 1, 2025 to December 31, 2025 3,348,713 8.43 3,348,713 $ 180,052 Total 4,493,314 $ 8.30 4,493,314 $ 180,052 (1) All of the above repurchases were made on the open market at prevailing market rates plus related expenses under our Share Repurchase Program, which authorized the repurchase of up to $300.0 million of our outstanding Common Stock.
Removed
On February 26, 2024, the Board approved a dividend policy that reduced our Common Stock dividend rate to an annual rate of $1.10 per share, or $0.275 per share on a quarterly basis. This Common Stock dividend rate became effective with the Common Stock dividend declared and paid in April 2024 and was effective through January 2025.
Added
We publicly announced this program on February 26, 2025. Item 6. [Reserved] 41 Table of Contents
Removed
The reduction of the dividend rate is expected to yield benefits to us, including increasing the amount of cash that may be used to lower our leverage.
Removed
Dividends on the Series E Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record at the close of business on the record date set by our Board. 40 Table of Contents Item 6. [Reserved] 41 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

141 edited+44 added−72 removed106 unchanged
Biggest changeAFFO 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. 58 Table of Contents Year Ended December 31, (In thousands) 2024 2023 Net loss attributable to common stockholders (in accordance with GAAP) $ (175,316) $ (239,348) Impairment charges 90,410 68,684 Depreciation and amortization 349,943 222,271 (Gain) loss on dispositions of real estate investments (57,015) 1,672 FFO (as defined by NAREIT) attributable to common stockholders 208,022 53,279 Merger, transaction and other costs (1) 6,026 54,492 Settlement costs (2) — 29,727 Loss on extinguishment and modification of debt 15,877 1,221 Core FFO attributable to common stockholders 229,925 138,719 Non-cash equity-based compensation 8,931 17,297 Non-cash portion of interest expense 9,980 8,622 Amortization related to above and below-market lease intangibles and right-of-use assets, net 7,503 5,603 Straight-line rent (19,150) (10,396) Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness (3,249) — Eliminate unrealized (gains) losses on foreign currency transactions (3) (3,418) 7,286 Amortization of mortgage discounts 68,591 18,916 Expenses attributable to 2023 proxy contest and related litigation (4) — 9,101 Expenses attributable to European tax restructuring (5) 485 2,169 Transition costs related to the Mergers (6) 4,486 2,484 Forfeited disposition deposit (7) (275) — AFFO attributable to common stockholders $ 303,809 $ 199,801 Summary FFO (as defined by NAREIT) attributable to common stockholders $ 208,022 $ 53,279 Core FFO attributable to common stockholders $ 229,925 $ 138,719 AFFO attributable to common stockholders $ 303,809 $ 199,801 _____ (1) For the year ended December 31, 2024 and 2023, these costs primarily consist of advisory, legal and other professional costs that were directly related to the REIT Merger and Internalization Merger.
Biggest changeAFFO 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. 56 Table of Contents Year Ended December 31, (In thousands) 2025 2024 Net loss attributable to common stockholders (in accordance with GAAP) $ (269,200) $ (175,316) Impairment charges 157,532 90,310 Depreciation and amortization 191,189 216,820 Gain on dispositions of real estate investments (94,687) (57,091) Discontinued operations FFO adjustments 80,574 133,299 FFO (as defined by NAREIT) attributable to common stockholders 65,408 208,022 Merger, transaction and other costs (1) 6,662 6,022 Loss on extinguishment and modification of debt 11,222 15,877 Discontinued operations Core FFO adjustments 15,183 4 Core FFO attributable to common stockholders 98,475 229,925 Non-cash equity-based compensation 12,514 8,931 Non-cash portion of interest expense 9,627 9,980 Amortization related to above and below-market lease intangibles and right-of-use assets, net 3,627 7,503 Straight-line rent (5,538) (19,150) Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness 12,644 (3,249) Eliminate unrealized (gains) losses on foreign currency transactions (2) 6,268 (3,418) Amortization of mortgage discounts 46,042 68,591 Expenses attributable to European tax restructuring (3) — 485 Transition costs related to the Mergers (4) — 4,486 Forfeited disposition deposit (5) — (275) Goodwill impairment (6) 7,134 — Eliminate deferred tax expense related to the disposition of the McLaren campus (7) 12,741 — Eliminate losses related to multi-tenant disposition receivable (8) 17,473 — AFFO attributable to common stockholders $ 221,007 $ 303,809 Summary FFO (as defined by NAREIT) attributable to common stockholders $ 65,408 $ 208,022 Core FFO attributable to common stockholders $ 98,475 $ 229,925 AFFO attributable to common stockholders $ 221,007 $ 303,809 _____ (1) For the year ended December 31, 2024, these costs primarily consist of advisory, legal and other professional costs that were directly related to the REIT Merger and Internalization.
Under lease accounting rules, we are required to assess, based on credit risk only, if it is probable that we will collect virtually all of the lease payments at lease commencement date and we must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant.
Under lease accounting rules, we are required to assess, based on credit risk only, if it is probable that we will collect virtually all of the lease payments at the lease commencement date and we must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant.
Fair values are estimated based on contract prices for properties to be disposed, discounted cash flows or market comparable transactions. The estimation of future cash flows is subjective and is based on various assumptions, including but not limited to market rental rates, capitalization rates, hold periods, and discount rates.
Fair values are estimated based on contract prices for properties to be disposed, discounted cash flows or market comparable transactions. The estimation of future discounted cash flows is subjective and is based on various assumptions, including but not limited to market rental rates, capitalization rates, hold periods, and discount rates.
In our Industrial & Distribution, Single-Tenant Retail and Office segments, we own, manage and lease single-tenant properties where in addition to base rent, our tenants are required to pay for their property operating expenses or reimburse us for property operating expenses that we incur (primarily property insurance and real estate taxes).
In our Industrial & Distribution, Retail and Office segments, we own, manage and lease single-tenant properties where in addition to base rent, our tenants are required to pay for their property operating expenses or reimburse us for property operating expenses that we incur (primarily property insurance and real estate taxes).
The overall gain (or loss) on derivative instruments directly impact our results of operations since they are recorded on the gain on derivative instruments line item in our consolidated results of operations. However, only the realized gains are included AFFO (as defined below).
The overall gain (or loss) on derivative instruments directly impact our results of operations since they are recorded on the gain on derivative instruments line item in our consolidated results of operations. However, only the realized gains are included in AFFO (as defined below).
Because many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable for, and include in revenues, unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease.
Because many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable for, and include in revenues, unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the 42 expiration of the initial term of the lease.
We evaluate new leases originated after the adoption date (by us or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside 44 with the tenant.
We evaluate new leases originated after the adoption date (by us or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant.
Each letter of credit, for so long as it is outstanding, represents a dollar-for-dollar reduction to availability for future borrowings under our Revolving Credit Facility. While the restricted cash cannot not be used for general corporate purposes, it is available to fund operations of the underlying assets.
Each letter of credit, for so long as it is outstanding, represents a dollar-for-dollar reduction to availability for future borrowings under our Revolving Credit Facility. While the restricted cash cannot be used for general corporate purposes, it is available to fund operations of the underlying assets.
As a result of our foreign investments in Europe, and, to a lesser extent, our investments in Canada, we are subject to risk from the effects of exchange rate movements in the EUR, GBP and, to a lesser extent, CAD against the USD, which may affect costs and cash flows in our functional currency, the USD.
As a result of our foreign investments in Europe, and, to a lesser extent, our investments in Canada, we are subject to risk from the effects of exchange rate movements in the EUR, GBP and CAD, which may affect costs and cash flows in our functional currency, the USD.
Cash Flows from Financing Activities Net cash used in financing activities of $995.4 million during the year ended December 31, 2024 was a result of net payments of principal on mortgage notes payable of $332.2 million, net paydowns of borrowings under our Revolving Credit Facility of $322.4 million, dividends paid to common stockholders of $272.4 million, dividends paid to holders of our Series A Preferred Stock of $12.3 million, dividends paid to holders of our Series B Preferred Stock of $8.1 million, dividends paid to holders of our Series D Preferred Stock of $14.9 million, dividends paid to holders of our Series E Preferred Stock of $8.5 million, penalties and charges related to repayments and early repayments of debt of $15.9 million and cash paid for financing costs of $7.6 million.
Net cash used in financing activities of $995.4 million during the year ended December 31, 2024 was a result of net payments of principal on mortgage notes payable of $332.2 million, net paydowns of borrowings under our Revolving Credit Facility of $322.4 million, dividends paid to common stockholders of $272.4 million, dividends paid to holders of our Series A Preferred Stock of $12.3 million, dividends paid to holders of our Series B Preferred Stock of $8.1 million, dividends paid to holders of our Series D Preferred Stock of $14.9 million, dividends paid to holders of our Series E Preferred Stock of $8.5 million, penalties and charges related to repayments and early repayments of debt of $15.9 million and cash paid for financing costs of $7.6 million.
If the recoverability assessment indicates that the carrying value of the real estate investment is not recoverable from the estimated undiscounted future cash flows, we will record an impairment to the extent that the carrying value of the property exceeds its estimated fair value.
If a recoverability assessment indicates that the carrying value of the real estate investment is not recoverable from the estimated undiscounted future cash flows, we will record an impairment to the extent that the carrying value of the property exceeds its estimated fair value.
Lessee Accounting For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.
Lessee Accounting For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the 44 lessee.
Cash Flows from Investing Activities Net cash provided by investing activities during the year ended December 31, 2024 of $759.9 million primarily consisted of net proceeds from dispositions of $803.4 million, partially offset by capital expenditures of $45.6 million.
Net cash provided by investing activities during the year ended December 31, 2024 of $759.9 million primarily consisted of net proceeds from dispositions of $803.4 million, partially offset by capital expenditures of $45.6 million.
Under the program, which does not have a stated expiration date, we may repurchase shares of Common Stock from time to time through open market purchases, including pursuant to Rule 10b5-1 pre-set trading plans and under Rule 10b-18 of the Exchange Act, privately negotiated transactions, accelerated share repurchase transactions entered into with one or more counterparties or otherwise, in compliance with applicable securities laws and other legal requirements.
Under the Share Repurchase Program, which does not have a stated expiration date, the Company may repurchase shares of Common Stock from time to time through open market purchases, including pursuant to Rule 10b5-1 pre-set trading plans and under Rule 10b-18 of the Exchange Act, privately negotiated transactions, accelerated share repurchase transactions entered into with one or more counterparties or otherwise, in compliance with applicable securities laws and other legal requirements.
For those four property-level debt instruments, we either (a) implemented a cure to the underlying noncompliance trigger by providing a letter of credit, or (b) permitted excess net cash flow after debt service from the impacted properties to become restricted, in each case in accordance with the terms of the applicable debt instrument.
For those two property-level debt instruments, we either (a) implemented a cure to the underlying noncompliance trigger by providing a letter of credit, or (b) permitted excess net cash flow after debt service from the impacted properties to become restricted, in each case in accordance with the terms of the applicable debt instrument.
Recently Issued Accounting Pronouncements See Note 2 — Summary of Significant Accounting Policies — Recently Issued Accounting Pronouncements to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion. Results of Operations Below is a discussion of our results of operations for the years ended December 31, 2024 and 2023.
Recently Issued Accounting Pronouncements See Note 2 — Summary of Significant Accounting Policies — Recently Issued Accounting Pronouncements to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion. Results of Operations Below is a discussion of our results of operations for the years ended December 31, 2025 and 2024.
We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount. (7) 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 these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount. (5) 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.
In addition, operating cash flow was impacted by lease incentive and commission payments of $7.8 million and a net decrease of $30.8 million in working capital items due to an increase in prepaid expenses and other assets of $6.2 million, a decrease in accounts payable and accrued expenses of $22.2 million and a decrease in prepaid rent of $15.5 million.
In addition, operating cash flow was impacted by lease incentive and commission payments of $7.8 million and a net decrease of $30.8 million in working capital items due to a decrease in prepaid expenses and other assets of $6.2 million, a decrease in accounts payable and accrued expenses of $22.2 million and a decrease in prepaid rent of $15.5 million.
(6) 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 the former Advisor; and (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors.
(4) 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 the former Advisor; and (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors.
Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a 57 Table of Contents 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.
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 our Industrial & Distribution, Single-Tenant Retail and Office segments, in addition to base rent, our lease agreements generally require tenants to pay for their property operating expenses or reimburse us for property operating expenses that we incur (primarily insurance costs and real estate taxes).
In our Industrial & Distribution, Retail and Office segments, in addition to base rent, our lease agreements generally require tenants to pay for their property operating expenses or reimburse us for property operating expenses that we incur (primarily insurance costs and real estate taxes).
Should any triggering event occur, we would evaluate the carrying value of our goodwill by segment through an impairment test. If impairment is warranted, the charge would be recorded through the consolidated statement of operations as a reduction to earnings.
Should any triggering event occur, we would evaluate the carrying value of its goodwill by segment through an impairment test. If impairment is warranted, the charge would be recorded through the consolidated statement of operations as a reduction to earnings.
Based on our assessment, we determined that no goodwill was impaired as of December 31, 2024. We will continue to assess for triggering events. A triggering event is an occurrence or circumstance that indicates it is more likely than not that goodwill may be impaired. In such cases, an interim impairment test is required before the next annual evaluation.
Based on our assessment, we determined that no additional goodwill was impaired as of December 31, 2025. We will continue to assess for triggering events. A triggering event is an occurrence or circumstance that indicates it is more likely than not that goodwill may be impaired. In such cases, an interim impairment test is required before the next annual evaluation.
Impairment Charges During the year ended December 31, 2024, we determined that the fair values of 56 of our properties (54 in the U.S. and two in the U.K) had an estimated fair value that was lower than the carrying value of the properties.
During the year ended December 31, 2024, we determined that the fair values of 56 of our properties (54 in the U.S. and two in the U.K) had an estimated fair value that was lower than the carrying value of the properties.
For additional information on all of the equity-based compensation awards issued by us, see Note 13 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.
For additional information on all of the equity-based compensation awards issued by us, see Note 15 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.
We evaluate probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2024, we had 13 properties classified as held for sale.
We evaluate probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2025 and 2024, we had six and 13 properties classified as held for sale, respectively.
We performed our annual impairment evaluation in the fourth quarter of 2024 to determine whether it was more likely than not that the fair value of each of our reporting units were less than their carrying value. For purposes of this assessment, an operating segment is a reporting unit.
We also performed our annual impairment evaluation in the fourth quarter of 2025 to determine whether it was more likely than not that the fair value of each of our reporting units were less than their carrying value. For purposes of this assessment, an operating segment is a reporting unit.
See Note 7 — Senior Notes, Net to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion on the Senior Notes and related covenants.
See Note 8 — Senior Notes, Net to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion on the Senior Notes and related covenants.
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.
Our FFO calculation complies with NAREIT’s definition. 55 Table of Contents 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.
As of the year ended December 31, 2024, approximately 11% of our total debt outstanding was denominated in EUR, 9% of our total debt outstanding was denominated in GBP and 1% was denominated in CAD.
As of the year ended December 31, 2025, approximately 15% of our total debt outstanding was denominated in EUR. As of December 31, 2024, approximately 11% of our total debt outstanding was denominated in EUR, 9% of our total debt outstanding was denominated in GBP, and 1% was denominated in CAD.
During the years ended December 31, 2024 and 2023, we did not sell any shares of Series B Preferred Stock through the Series B Preferred Stock ATM Program.
During the years ended December 31, 2025, 2024 and 2023, we did not sell any shares of its Series B Preferred Stock through the Series B Preferred Stock ATM Program.
Inflation We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. As of December 31, 2024, the increase to the 12-month CPI for all items, as published by the Bureau of Labor Statistics, was 2.9%.
Inflation We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. As of December 31, 2025, the increase to the 12-month CPI for all items, as published by the Bureau of Labor Statistics, was 2.7%.
In addition, to the extent we dispose of properties, we have used and may continue to use the net proceeds from the dispositions (after repayment of any mortgage debt, if any) for future acquisitions or other general corporate purposes.
In addition, to the extent we dispose of properties, we have used and may continue to use the 52 Table of Contents net proceeds from the dispositions (after repayment of any mortgage debt, if any) for future acquisitions or other general corporate purposes.
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 incurred for our 2023 proxy contest and related Blackwells/Related Parties litigation, expenses related to our European tax restructuring and transition costs related to the Mergers, 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 on-going performance.
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 Mergers, 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 on-going performance.
Our other sources of capital, which we have used and may use in the future, include proceeds received from our Revolving Credit Facility, proceeds from secured or unsecured financings (which may include note issuances), proceeds from our offerings of equity securities (including Common Stock and Preferred Stock), proceeds from any future sales of properties, including proceeds from the RCG Multi-Tenant Retail Disposition and undistributed cash flows from operations, if any.
Our other sources of capital, which we have used and may use in the future, include proceeds received from our Revolving Credit Facility, proceeds from secured or unsecured financings (which may include note issuances), proceeds from our offerings of equity securities (including Common Stock and Preferred Stock), proceeds from any future sales of properties and undistributed cash flows from operations, if any.
Acquisitions, Dispositions and Pending Transactions We are in the business of acquiring real estate properties and leasing the properties to tenants.
Acquisitions and Dispositions We are in the business of acquiring real estate properties and leasing the properties to tenants.
To help mitigate the adverse impact of inflation, approximately 81% of our leases with our tenants contain rent escalation provisions that increase the cash rent that is due under the leases over time by an average cumulative increase of 1.3% per year.
To help mitigate the adverse impact of inflation, approximately 86% of our leases with our tenants contain rent escalation provisions that increase the cash rent that is due under the leases over time by an average cumulative increase of 1.4% per year.
See the Purchase Price Allocation section below for a discussion of the initial accounting for investments in real estate. 43 Disposal of real estate investments representing a strategic shift in operations that will have a major effect on our operations and financial results are required to be presented as discontinued operations in our consolidated statements of operations.
See “ Purchase Price Allocation” below for a discussion of the initial accounting for investments in real estate. Disposal of real estate investments representing a strategic shift in operations that will have a major effect on our operations and financial results are required to be presented as discontinued operations in our consolidated statements of operations.
We enter into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency. We record all derivatives on the consolidated balance sheets at fair value.
We enter into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of the applicable obligation’s functional currency. 46 We record all derivatives on the consolidated balance sheets at fair value.
Other than the Mergers, which were accounted for as a business combination, all of the other acquisitions during the years ended December 31, 2023 and 2022 were asset acquisitions. There were no acquisitions during the year ended December 31, 2024.
Other than the Mergers, which were accounted for as a business combination, all of the other acquisitions during the year ended December 31, 2023 were asset acquisitions. There were no acquisitions during the years ended December 31, 2025 or 2024.
For additional information and disclosures related to the Company’s operating leases, see Note 11 — Commitments and Contingencies to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
For additional information and disclosures related to the Company’s operating leases, see Note 13 - Leases to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Amounts recorded as reductions of revenue during the years ended December 31, 2024, 2023 and 2022 totaled and $3.4 million, $3.5 million, and $0.7 million, respectively. Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset.
Amounts recorded as reductions of revenue during the years ended December 31, 2025, 2024 and 2023 totaled and $2.6 million, $3.4 million, and $3.5 million, respectively. Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset.
For the year ended December 31, 2024, the gain on derivative instruments consisted of unrealized gains of $3.4 million and realized gains of $0.8 million. For the year ended December 31, 2023, the loss on derivative instruments consisted of unrealized losses of $7.3 million and realized gains of $3.6 million.
For the year ended December 31, 2025, the loss on derivative instruments consisted of unrealized losses of $6.3 million and realized losses of $4.4 million. For the year ended December 31, 2024, the loss on derivative instruments consisted of unrealized gains of $3.4 million and realized gains of $0.8 million.
In addition, we perform an analysis of potential deferred tax or future tax benefit and expense as a result of book and tax differences and timing differences in taxes across jurisdictions. Income tax expense was $4.4 million and $14.5 million for the years ended December 31, 2024 and 2023, respectively.
In addition, we perform an analysis of potential deferred tax or future tax benefit and expense as a result of book and tax differences and timing differences in taxes across jurisdictions. Income tax expense was $21.8 million and $4.4 million for the years ended December 31, 2025 and 2024, respectively.
We do not consider this income to be part of our normal operating performance and have, accordingly, decreased AFFO for this amount. 59 Table of Contents Dividends Common Stock The amount of dividends payable to our common stockholders is determined by our Board and is dependent on a number of factors, including funds available for dividends, our financial condition, provisions in our Credit Agreement or other agreements that may restrict our ability to pay dividends, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT.
We do not consider these adjustments to be indicative of our normal operating performance and have, accordingly, increased AFFO for these amounts. 57 Table of Contents Dividends Common Stock The amount of dividends payable to our common stockholders is determined by our Board and is dependent on a number of factors, including funds available for dividends, our financial condition, provisions in our Credit Agreement or other agreements that may restrict our ability to pay dividends, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT.
The weighted-average effective interest rate of our total debt was 4.8% as of each of December 31, 2024 and 2023. The increase in interest expense was also impacted by the year-over-year change in average foreign exchange rates during the year ended December 31, 2024, when compared to the year ended December 31, 2023.
The weighted-average effective interest rate of our total debt was 4.2% as of December 31, 2025 and 4.8% as of December 31, 2024. The decrease in interest expense was also impacted by the year-over-year change in average foreign exchange rates during the year ended December 31, 2025, when compared to the year ended December 31, 2024.
As of December 31, 2024, based on straight-line rent, approximately 61.1% are fixed-rate with increases averaging 1.7%, 14.8% are based on the Consumer Price Index, subject to certain caps, 4.6% are based on other measures, and 19.5% do not contain any escalation provisions.
As of December 31, 2025, based on straight-line rent, approximately 61.7% are fixed-rate with increases averaging 1.7%, 19.6% are based on the Consumer Price Index, subject to certain caps, 5.0% are based on other measures, and 13.7% do not contain any escalation provisions.
Our debt leverage ratio was 63.8% (total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase) as of December 31, 2024.
Our debt leverage ratio was 55.2% and 63.8% (total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase) as of December 31, 2025 and 2024, respectively.
During the year ended December 31, 2024, cash generated from operations covered 94.7% of our dividends paid.
During the year ended December 31, 2025, cash generated from operations covered 94% of our dividends paid.
We have historically issued Restricted Shares, restricted stock units in respect of shares of Common Stock (“RSUs”), and performance stock units (“PSUs”). Also, although none remain outstanding as of December 31, 2024 or 2023, we historically had issued long-term incentive plan units of limited partner interest in the OP (“GNL LTIP Units”).
We have historically issued restricted shares of Common Stock (“Restricted Shares”), restricted stock units in respect of shares of Common Stock (“RSUs”), and performance stock units (“PSUs”). Also, although none remain outstanding as of December 31, 2025 or 2024, we historically had issued long-term incentive plan units of limited partner interest in the OP .
Gain (loss) on Derivative Instruments The gain (loss) on derivative instruments was a gain of $4.2 million for the year ended December 31, 2024 and a loss of $3.7 million for the year ended December 31, 2023.
(Loss) Gain on Derivative Instruments The (loss) gain on derivative instruments was a loss of $10.7 million for the year ended December 31, 2025 and a gain of $4.2 million for the year ended December 31, 2024.
Mortgage Notes Payable As of December 31, 2024 and 2023, we had secured mortgage notes payable of $2.2 billion and $2.5 billion, respectively, net of mortgage discounts and deferred financing costs. All of our current mortgage loans require payment of interest-only with the principal due at maturity.
Mortgage Notes Payable As of December 31, 2025 and 2024, we had secured mortgage notes payable of $1.3 billion and $1.8 billion, respectively, net of mortgage discounts and deferred financing costs. All of our current mortgage loans require payment of interest-only with the principal due at maturity.
Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. During the three-year period ended December 31, 2024, we did not have any leases as a lessor that would be considered as sales-type leases or financings.
Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As of December 31, 2025, we did not have any leases as a lessor that would be considered as sales-type leases or financings.
Share Repurchase Program On February 20, 2025, our Board authorized a stock buyback program for up to an aggregate amount of $300.0 million of shares of Common Stock.
Share Repurchase Program On February 20, 2025, our Board authorized a share repurchase program for up to an aggregate amount of $300 million of shares of Common Stock (the “Share Repurchase Program”).
Cash flows provided by operating activities during the year ended December 31, 2023 reflect net loss of $211.9 million, adjusted for non-cash items of $339.1 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease and ground lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, unbilled straight-line rent, equity-based compensation, unrealized gains on foreign currency transactions, derivatives and impairment charges).
Cash flows provided by operating activities during the year ended December 31, 2025 reflect net loss of $225.5 million, adjusted for non-cash items of $516.7 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease and ground lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, unbilled straight-line rent, equity-based compensation, unrealized gains on foreign currency transactions, derivatives and other non-cash items).
Unrealized Gains on Undesignated Foreign Currency Advances and Other Hedge Ineffectiveness We recorded gains of $3.2 million on undesignated foreign currency advances and other hedge ineffectiveness, related to the accelerated reclassification of amounts in other comprehensive income to earnings as a result of certain hedged forecasted transactions becoming probable not to occur, for the year ended December 31, 2024.
Unrealized (Losses) Gains on Undesignated Foreign Currency Advances and Other Hedge Ineffectiveness We recorded losses of $12.6 million and gains of $3.2 million on undesignated foreign currency advances and other hedge ineffectiveness, related to the accelerated reclassification of amounts in other comprehensive income to earnings as a result of certain hedged forecasted transactions becoming probable not to occur.
Please see the “Results of Operations” section located on page 39 under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 20 23 for a discussion of our results of operations for the year ended December 31, 2023 and year-to-year comparisons between 2023 and 2022.
Please see the “Results of Operations” section beginning on page 47 under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our results of operations for the year ended December 31, 2024 and year-to-year comparisons between 2024 and 2023.
As of December 31, 2024 and 2023, we had cash and cash equivalents of $159.7 million and $121.6 million, respectively. See discussion above our how our cash flows from various sources impacted our cash.
As of December 31, 2025 and 2024, we had cash and cash equivalents of $180.1 million and $159.7 million, respectively. See discussion above our how our cash flows from various sources impacted our cash.
As of December 31, 2024, we owned 1,121 properties consisting of 60.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 6.2 years.
As of December 31, 2025, we owned 820 properties consisting of 40.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 6.1 years.
As of December 31, 2024, these leases had a weighted-average remaining lease term of 6.2 years.
As of December 31, 2025, these leases had a weighted-average remaining lease term of 6.1 years.
Ratings information is as of December 31, 2024. A total of 60.5% of our rental income on an annualized straight-line basis for leases in place as of December 31, 2024 was derived from Investment Grade rated tenants, comprised of 31.4% leased to tenants with an actual investment grade rating and 29.1% leased to tenants with an implied investment grade rating.
Ratings information is as of December 31, 2025. A total of 66% of our rental income on an annualized straight-line basis for leases in place as of December 31, 2025 was derived from Investment Grade rated tenants, comprised of 34% leased to tenants with an actual investment grade rating and 32% leased to tenants with an implied investment grade rating.
Credit Facility As of December 31, 2024 and 2023, outstanding borrowings under the Revolving Credit Facility were $1.4 billion and $1.7 billion, respectively. During the year ended December 31, 2024, we made net additional paydowns of $322.4 million on the Revolving Credit Facility.
As of December 31, 2025 and 2024, outstanding borrowings under the Revolving Credit Facility and the Prior Revolving Credit Facility were $324.2 million and $1.4 billion, respectively. During the year ended December 31, 2025, we made net additional paydowns of $1.1 billion on the Revolving Credit Facility and the Prior Revolving Credit Facility combined.
We are the lessee under certain land leases which were previously classified prior to adoption of ASC 842 and will continue to be classified as operating leases under transition elections unless subsequently modified, as well as land leases and other operating leases that were acquired or entered into in connection with the Mergers.
We are the lessee under certain land leases which were previously classified prior to adoption of ASC 842 and will continue to be classified as operating leases under transition elections unless subsequently modified, as well as land leases and other operating leases.
The total gross carrying value of unencumbered assets as of December 31, 2024 was $4.8 billion, of which approximately $4.5 billion was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility and therefore is not available to serve as collateral for future borrowings.
The total gross carrying value of unencumbered assets as of December 31, 2025 was $3.61 billion, of which approximately $3.57 billion was 53 Table of Contents included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility and therefore is not available to serve as collateral for future borrowings.
Covenants As of December 31, 2024, we were in compliance with the covenants under the indenture governing the 3.75% Senior Notes, the indenture governing the 4.50% Senior Notes and the Credit Agreement (see Note 6 — Revolving Credit Facility and Note 7 — Senior Notes, Net to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion on the Credit Facility and Senior Notes and the related covenants). 56 Table of Contents As of December 31, 2024, we were in compliance with all property-level debt covenants with the exception of four property-level debt instruments.
Covenants As of December 31, 2025, we were in compliance with the covenants under the indenture governing the 3.75% Senior Notes, the indenture governing the 4.50% Senior Notes and the Credit Agreement (see Note 7 — Revolving Credit Facility and Note 8 — Senior Notes, Net to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion on the Credit Facility and Senior Notes and the related covenants).
As of December 31, 2024, the carrying amount of the outstanding Senior Notes on our balance sheets totaled $906.1 million which is net of $93.9 million of deferred financing costs and discounts, and as of December 31, 2023 the carrying amount of the outstanding Senior Notes on our balance sheets totaled $886.0 million, which is net of $114.0 million of deferred financing costs.
As of December 31, 2025, the carrying amount of the outstanding Senior Notes on our balance sheets totaled $928.2 million which is net of $71.8 million of deferred financing costs and discounts, and as of December 31, 2024 the carrying amount of the outstanding Senior Notes on our balance sheets totaled $906.1 million, which is net of $93.9 million of deferred financing costs and discounts.
Overview We are an internally managed REIT for U.S. federal income tax purposes that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe.
Overview We are an internally managed real estate investment trust for United States (“U.S.”) federal income tax purposes (“REIT”) that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S. and Western and Northern Europe.
For the years ended December 31, 2024, 2023 and 2022, our revenue from tenants included the impact of unbilled rental revenue of $19.2 million, $10.4 million and $9.6 million, respectively, to adjust contractual rent to straight-line rent. For new leases after acquisition of property, the commencement date is considered to be the date the lease modification is executed.
For the years ended December 31, 2025, 2024 and 2023, our revenue from tenants included the impact of unbilled rental revenue of $3.0 million, $11.8 million and $8.1 million, respectively, to adjust contractual rent to straight-line rent. For new leases after acquisition of property, the commencement date is considered to be the date the lease modification is executed.
Equity-based compensation in both periods consists of (i) amortization of Restricted Shares granted to employees of the former Advisor or its affiliates who were involved in providing services to us prior to the Internalization, some of which vested at the closing of the Mergers; (ii) amortization of RSUs granted to our employees (after the Internalization) and our independent directors, and (iii) amortization expense related to PSUs that were issued in October of 2023.
Equity-based compensation in both periods consisted of (i) amortization of Restricted Shares granted to employees of the former Advisor or its affiliates who were involved in providing services to us prior to the Internalization, (ii) amortization of RSUs granted to our employees and our independent directors, and (iii) amortization expense related to PSUs.
Core Funds From Operations In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger, transaction and other costs, settlement costs related to the Blackwells/Related Parties litigation (recorded in the second and third quarters of 2023), as well as certain other costs that are considered to be non-core, such as debt extinguishment or modification costs.
Core Funds From Operations 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.
As of December 31, 2024, 9% of our total debt outstanding was variable-rate debt, which bore interest at a weighted- average interest rate of 6.0% per annum (20% variable with a rate of 7.2% in 2023).
As of December 31, 2025, 2% of our total debt outstanding was variable-rate debt, which bore interest at a weighted- average interest rate of 4.9% per annum.
We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount. (5) Amount relates 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 this amount.
We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount.
Office Property operating expenses in our Office segment were $18.9 million and $19.4 million for the years ended December 31, 2024 and 2023, respectively. The decrease was primarily due to the timing of our reimbursable expenses , with minimal impact from the year-over-year change in average foreign exchange rates,when compared to the year ended December 31, 2023.
There was minimal impact from the year-over-year change in average exchange rates during the year ended December 31, 2025, when compared to the year ended December 31, 2024. Office Property operating expenses in our Office segment were $17.5 million and $18.9 million for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2024 and 2023, our cumulative straight-line rents receivable in the consolidated balance sheets was $99.5 million, and $84.3 million, respectively.
As of December 31, 2025 and 2024, our cumulative straight-line rents receivable in the consolidated balance sheets was $72.9 million, and $89.8 million, respectively.
Borrowings As of December 31, 2024 and 2023, we had total gross debt outstanding of $4.7 billion and $5.4 billion, respectively, bearing interest at a weighted-average interest rate per annum equal to 4.8% for both 2024 and 2023.
Borrowings As of December 31, 2025 and 2024, we had total gross debt outstanding of $2.6 billion and $4.7 billion ($4.2 billion not including two mortgages classified in discontinued operations), respectively, bearing interest at a weighted-average interest rate per annum equal to 4.2% and 4.8%, respectively.
During the year ended December 31, 2023, we sold 11 properties, 10 of which were acquired in the REIT Merger, and recorded an aggregate loss of $1.7 million. Interest Expense Interest expense was $326.9 million and $179.4 million for the years ended December 31, 2024 and 2023, respectively.
During the year ended December 31, 2024, we sold 178 properties, 164 of which were acquired in the REIT Merger, and recorded an aggregate gain of approximately $57.1 million. Interest Expense Interest expense was $194.7 million and $255.7 million for the years ended December 31, 2025 and 2024, respectively.
The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income in the consolidated statements of equity. We are exposed to fluctuations in foreign currency exchange rates on property investments in foreign countries which pay rental income, incur property related expenses and borrow in currencies other than our functional currency, the USD.
We are exposed to fluctuations in foreign currency exchange rates on property investments in foreign countries which pay rental income, incur property related expenses and borrow in currencies other than our functional currency, the USD.
We have used and may continue to use foreign currency derivatives including options, currency forward and cross currency swap agreements to manage our exposure to fluctuations in GBP-USD and EUR-USD exchange rates (see Note 9 — Derivatives and Hedging Activities to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion). 61 Table of Contents Election as a REIT We elected to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year ended December 31, 2013.
We have used and may continue to use foreign currency derivatives including options, currency forward and cross currency swap agreements to manage our exposure to fluctuations in GBP-USD and EUR-USD exchange rates (see Note 10 — Derivatives and Hedging Activities to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion).
These significant accounting estimates and accounting policies include: Revenue Recognition Our revenues, which are derived primarily from lease contracts, which include rents that each tenant pays in accordance with the terms of each lease agreement and are reported on a straight-line basis over the initial term of the lease.
Additionally, all other disclosures have been updated to conform to the discontinued operations presentation, where applicable. Revenue Recognition Our revenues, which are derived primarily from lease contracts, which include rents that each tenant pays in accordance with the terms of each lease agreement and are reported on a straight-line basis over the initial term of the lease.
In addition, we plan on continuing to manage our leverage by using proceeds from strategic or opportunistic dispositions to reduce our debt, and we currently have entered into purchase and sale agreements (“PSA’s”) and non-binding letters of intent (“LOI’s”) totaling an aggregate of $2.1 billion, inclusive of the RCG PSA described below.
In addition, we plan to continue to manage our leverage by using proceeds from strategic or opportunistic dispositions to reduce our debt, and we currently have entered into purchase and sale agreements (“PSAs”) and non-binding letters of intent (“LOIs”) totaling an aggregate of $68.7 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

20 edited+1 added−0 removed20 unchanged
Biggest changeScheduled future minimum rents, exclusive of renewals, under non-cancelable operating leases, for our foreign operations as of December 31, 2024, during each of the next five calendar years and thereafter, are as follows: Future Minimum Base Rent Payments (1) (In thousands) EUR GBP CAD Total 2025 $ 47,667 $ 60,978 $ 2,608 $ 111,253 2026 45,520 53,657 2,515 101,692 2027 32,741 51,729 2,461 86,931 2028 27,068 48,827 2,501 78,396 2029 22,297 43,947 2,297 68,541 Thereafter 59,447 347,285 28,727 435,459 Total $ 234,740 $ 606,423 $ 41,109 $ 882,272 ______ (1) Assumes exchange rates of £1.00 to $1.25 for GBP, €1.00 to $1.04 for EUR and $1.00 CAD to $0.70 as of December 31, 2024 for illustrative purposes, as applicable. 64 Table of Contents Scheduled debt service payments (principal and interest) for mortgage notes payable for our foreign operations as of December 31, 2024, during each of the next five calendar years and thereafter, are detailed in the table below: Future Debt Service Payments Mortgage Notes Payable (In thousands) EUR 2025 $ 3,911 2026 3,911 2027 3,911 2028 3,922 2029 77,113 Thereafter — Total $ 92,768 We currently anticipate that, by their respective due dates, we will have repaid or refinanced certain of these loans, or extended them, but there can be no assurance that we will be able to refinance these loans on favorable terms, if at all.
Biggest changeScheduled future minimum rents, exclusive of renewals, under non-cancelable operating leases, for our foreign operations as of December 31, 2025, during each of the next five calendar years and thereafter, are as follows: Future Minimum Base Rent Payments (1) (In thousands) EUR GBP CAD Total 2026 $ 57,647 $ 43,899 $ 2,789 $ 104,335 2027 42,334 41,521 2,840 86,695 2028 35,635 39,333 2,882 77,850 2029 29,871 33,735 2,668 66,274 2030 23,036 26,763 2,506 52,305 Thereafter 59,539 131,359 27,981 218,879 Total $ 248,062 $ 316,610 $ 41,666 $ 606,338 ______ (1) Assumes exchange rates of £1.00 to $1.35 for GBP, €1.00 to $1.17 for EUR and C$1.00 to $0.73 for CAD as of December 31, 2025 for illustrative purposes, as applicable. 61 Table of Contents Scheduled debt service payments (principal and interest) for mortgage notes payable for our foreign operations as of December 31, 2025, during each of the next five calendar years and thereafter, are detailed in the table below: Future Debt Service Payments Mortgage Notes Payable (In thousands) EUR 2026 $ 4,246 2027 4,246 2028 4,256 2029 87,146 2030 — Thereafter — Total $ 99,894 We currently anticipate that, by their respective due dates, we will have repaid or refinanced certain of these loans, or extended them, but there can be no assurance that we will be able to refinance these loans on favorable terms, if at all.
While we believe our portfolio is reasonably well diversified, it does contain concentrations in excess of 10%, based on the percentage of our annualized rental income as of December 31, 2024, in certain areas. See Item 2. Properties in this Annual Report on Form 10-K for further discussion on distribution across countries and industries.
While we believe our portfolio is reasonably well diversified, it does contain concentrations in excess of 10%, based on the percentage of our annualized rental income as of December 31, 2025, in certain areas. See Item 2. Properties in this Annual Report on Form 10-K for further discussion on distribution across countries and industries.
See Note 5 — Mortgage Notes Payable, Net and Note 6 — Revolving Credit Facility to our consolidated financial statements included in this Annual Report on Form 10-K for more information regarding the Company’s debt obligations for year ended December 31, 2023, including the fixed/variable classification of such obligations.
See Note 6 — Mortgage Notes Payable, Net and Note 7 — Revolving Credit Facility to our consolidated financial statements included in this Annual Report on Form 10-K for more information regarding the Company’s debt obligations for year ended December 31, 2023, including the fixed/variable classification of such obligations.
Foreign Currency Exchange Rate Risk 63 Table of Contents We own foreign investments, primarily in Europe but also in Canada and as a result are subject to risk from the effects of exchange rate movements in the Euro, the GBP and the CAD which have affected and may continue to affect future costs and cash flows, in our functional currency, the USD.
Foreign Currency Exchange Rate Risk We own foreign investments, primarily in Europe but also in Canada and as a result are subject to risk from the effects of exchange rate movements in the Euro, the GBP and the CAD which have affected and may continue to affect future costs and cash flows, in our functional currency, the USD.
However, from time to time, we have entered and may continue to enter into foreign currency forward contracts to hedge our foreign currency cash flow exposures. Interest Rate Risk The values of our real estate and related fixed-rate debt obligations are subject to fluctuations based on changes in interest rates.
However, from time to time, we have entered and may continue to enter into foreign currency forward contracts to hedge our foreign currency cash flow exposures. 59 Table of Contents Interest Rate Risk The values of our real estate and related fixed-rate debt obligations are subject to fluctuations based on changes in interest rates.
Interest rate swaps are agreements in which one party exchanges 62 Table of Contents a stream of interest payments for a counterparty’s stream of cash flows over a specific period, and interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates.
Interest rate swaps are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flows over a specific period, and interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates.
We estimated that the total fair value of our interest rate swaps, which are included in derivative assets, at fair value and derivative liabilities, at fair value on our consolidated balance sheets, totaled $2.5 million and $3.7 million as of December 31, 2024, respectively (see Note 9 — Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K for more information, including the fair value of such assets and liabilities as of December 31, 2023).
We estimated that the total fair value of our interest rate swaps, which are included in derivative assets, at fair value and derivative liabilities, at fair value on our consolidated balance sheets, totaled $7 thousand and $5.3 million as of December 31, 2025, respectively (see Note 10 — Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K for more information, including the fair value of such assets and liabilities as of December 31, 2025).
Based on our annualized rental income, the majority of our directly owned real estate properties and related loans are located in the U.S. and Canada (80%) and the remaining are in the United Kingdom (10%), The Netherlands (3%), Finland (2%) and Germany (2%).
Based on our annualized rental income, the majority of our directly owned real estate properties and related loans are located in the U.S. and Canada (74%) and the remaining are in the United Kingdom (10%), The Netherlands (5%), Finland (4%) and Germany (3%).
As of December 31, 2024, our total consolidated debt, which includes secured mortgage financings, borrowings under the Revolving Credit Facility, our 3.75% Senior Notes and our 4.50% Senior Notes, had a total gross carrying value of $4.7 billion, an estimated fair value of $4.5 billion.
As of December 31, 2025, our total consolidated debt, which includes secured mortgage financings, borrowings under the Revolving Credit Facility, our 3.75% Senior Notes and our 4.50% Senior Notes, had a total gross carrying value of $2.6 billion, an estimated fair value of $2.6 billion.
Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates as of December 31, 2024 would increase or decrease by approximately $4.0 million for each respective 1% change in annual interest rates.
Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates as of December 31, 2025 would increase or decrease by approximately $480.3 million for each respective 1% change in annual interest rates.
(3) Represents the variable portion of the mortgage that secures the properties in Finland. Interest on this mortgage is 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. (4) Represents the portion of the Revolving Credit Facility that bears interest at variable rates.
(3) Represents the variable portion of the mortgage that secures the properties in Finland as well as the portions of the Revolving Credit Facility that bear interest at variable rates. Interest on the mortgage for the Finland properties is 80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable.
The annual interest rates on our fixed-rate debt mortgage debt as of December 31, 2024 ranged from 2.2% to 6.5% and the interest rates on our 3.75% Senior Notes and 4.50% Senior Notes are fixed at 3.75% and 4.50%, respectively. The contractual annual interest rates on our variable-rate debt as of December 31, 2024 ranged from 5.0% to 5.7%.
The annual interest rates on our fixed-rate debt mortgage debt as of December 31, 2025 ranged from 2.2% to 5.8% and the interest rates on our 3.75% Senior Notes and 4.50% Senior Notes are fixed at 3.75% and 4.50%, respectively. The contractual annual interest rates on our variable-rate debt as of December 31, 2025 ranged from 3.4% to 5.1%.
The total estimated fair value of our foreign currency forward contracts and put options, which are included in derivatives, at fair value on the consolidated balance sheets, was in a net asset position of $1.6 million as of December 31, 2024 (see Note 8 — Fair Value of Financial Instruments to our consolidated financial statements included in this Annual Report on Form 10-K).
The total estimated fair value of our foreign currency forward contracts and put options, which are included in derivatives, at fair value on the consolidated balance sheets, was in a net liability position of $4.3 million as of December 31, 2025 (see Note 9 — Fair Value of Financial Instruments to our consolidated financial statements included in this Annual Report on Form 10-K).
Management’s Discussion and Analysis of Financial Condition and Results of Operations above. The estimated fair value of our fixed-rate debt and our variable-rate debt that currently bears interest at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swaps is affected by changes in interest rates.
The estimated fair value of our fixed-rate debt and our variable-rate debt that currently bears interest at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swaps is affected by changes in interest rates.
No individual tenant accounted for more than 10% of our annualized rental income as of December 31, 2024. Based on annualized rental income, as of December 31, 2024, our directly owned real estate properties contain significant concentrations in the following asset types: Industrial & Distribution (34%), Multi-Tenant Retail (28%), Single-Tenant Retail (21%) and Office (17%).
No individual tenant accounted for more than 10% of our annualized rental income as of December 31, 2025. Based on annualized rental income, as of December 31, 2025, our directly owned real estate properties contain significant concentrations in the following asset types: Industrial & Distribution (46%), Retail (27%) and Office (27%).
As of December 31, 2024, we had foreign currency draws (EUR) in excess of our net investments in our foreign subsidiaries (see Note 9 — Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K).
As of December 31, 2025, we did not have any foreign currency draws that were in excess of our net investments in our foreign subsidiaries (see Note 10 — Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K).
Our interest expense in future periods will vary based on our level of future borrowings, which will depend on, among other things, our refinancing needs or plans to reduce our leverage and acquisition activity. In addition, our interest expense will vary based on movements in interest rates. Our debt obligations are more fully described in Item 7.
Our interest expense in future periods will vary based on our level of future borrowings, which will depend on, among other things, our refinancing needs or plans to reduce our leverage and acquisition activity. In addition, our interest expense will 60 Table of Contents vary based on movements in interest rates.
A decrease or increase in interest rates of 1% would change the estimated fair value of this debt as of December 31, 2024 by an aggregate increase of $850.0 million or an aggregate decrease of $980.4 million, respectively.
A decrease or increase in interest rates of 1% would change the estimated fair value of this debt as of December 31, 2025 by an aggregate increase of $53.5 million or an aggregate decrease of $51.8 million, respectively.
The GBP and CAD portions of the Revolving Credit Facility are 100% variable and the USD portion in 71% variable. The EUR portion of Revolving Credit Facility is 100% fixed via swaps.
The USD portion of the Revolving Credit Facility is 100% variable and the EUR portion of Revolving Credit Facility is 96% fixed via swaps and 4% variable.
The following table presents future principal payments based upon expected maturity dates and fixed/variable classification of our debt obligations outstanding as of December 31, 2024: (In thousands) Fixed-rate debt (1) (2) Variable-rate debt (1) Total Debt 2025 $ 464,526 $ — (3) $ 464,526 2026 1,110,447 385,770 1,496,217 2027 663,191 — (4) 663,191 2028 1,029,620 — 1,029,620 2029 644,729 15,373 660,102 Thereafter 400,257 — 400,257 Total $ 4,312,770 $ 401,143 $ 4,713,913 Additional Details: Percentage of total debt 91.0 % 9.0 % N/A Weighted-average effective interest rate 4.7 % 6.0 % 4.8 % ________ (1) Assumes exchange rates of £1.00 to $1.25 for GBP, €1.00 to $1.04 for EUR and $1.00 CAD to $0.70 as of December 31, 2024, for illustrative purposes, as applicable.
The following table presents future principal payments based upon expected maturity dates and fixed/variable classification of our debt obligations outstanding as of December 31, 2025: (In thousands) Fixed-rate debt (1) (2) Variable-rate debt (1) Total Debt 2026 $ 94,813 $ — $ 94,813 2027 630,560 — 630,560 2028 815,525 — 815,525 2029 922,942 48,033 (3) 970,975 2030 — — — Thereafter 133,184 — 133,184 Total $ 2,597,024 $ 48,033 $ 2,645,057 Additional Details: Percentage of total debt 98 % 2 % N/A Weighted-average effective interest rate 4.2 % 4.9 % 4.2 % ________ (1) Assumes exchange rate of €1.00 to $1.17 for EUR as of December 31, 2025, for illustrative purposes, as applicable.
Added
Our debt obligations are more fully described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations above.

Other GNL 10-K year-over-year comparisons