During 2025, the Company completed the Multi-Tenant Retail Disposition. The contract sale price of approximately $1.780 billion for the Multi-Tenant Retail Disposition is subject to various adjustments, some of which pertain to leases that the Company has negotiated, which were not finalized as of the signing of the Multi-Tenant Retail PSA or as of the time of the Closings. The closings occurred in the following stages (collectively, the “Closings”):

The Company recorded a loss on sale of $51.4 million for the year ended December 31, 2025, related to the Multi-Tenant Retail Disposition. This amount is recorded in loss from discontinued operations in the Company’s consolidated statement of operations for the year ended December 31, 2025. The consideration paid to the Company for the Second Closing and Third Closing included the assumption of two mortgages by RCG. The amount of principal assumed by RCG for these mortgages was $256.3 million and $210.0 million, respectively (see Note 6 — Mortgage Notes Payable, Net for additional information).

As described in more detail in Note 2 — Summary of Significant Accounting Policies, entry into the Multi-Tenant Retail PSA represented a strategic shift in the Company’s business which initially met the held-for-sale and discontinued operations accounting criteria as of March 31, 2025 and continued to do so as of December 31, 2025. In connection with this transaction, the Company recorded receivables for the expected consideration (collectively, the “Multi-Tenant Disposition Receivable”) to be received by the Company from RCG for leases in process at the time of, and specifically related to the Closings (see the “Multi-Tenant Disposition Receivable, Net” section below for additional information).

The following table presents the assets and liabilities associated with the Multi-Tenant Retail Portfolio. As of December 31, 2024, this includes assets and liabilities associated with the entire Multi-Tenant Retail Disposition, which includes the one property which was sold to the tenant who exercised its right of first refusal. As of December 31, 2025, this includes any remaining asset and liability balances that are expected to be settled over time, however, all 100 properties related to the Multi-Tenant Retail Disposition were sold as of June 30, 2025 and therefore are not included in the December 31, 2025 balances below:


	December 31,
(in thousands)	2025		2024
ASSETS
Land	$	—	$	369,829
Buildings, fixtures and improvements	—		1,172,804
Construction in progress	—		986
Acquired intangible lease assets	—		362,370
Total real estate investments, at cost	—		1,905,989
Less accumulated depreciation and amortization	—		(164,720)
Total real estate investments, net	—		1,741,269
Cash	—		—
Restricted cash	—		—
Unbilled straight line rent	—		9,697
Operating lease right-of-use asset	—		8,107
Prepaid expenses and other assets	348		57,058
Assets related to discontinued operations	$	348	$	1,816,131

LIABILITIES
Mortgage notes payable, net	$	—	$	453,098
Acquired intangible lease liabilities, net	—		52,447
Accounts payable and accrued expenses	890		22,857
Operating lease liability	—		8,253
Prepaid rent	—		15,163
Liabilities related to discontinued operations	$	890	$	551,818


	Year Ended December 31,
(In thousands)	2025 (1)		2024 (2)		2023 (3)
Revenue from tenants	$	76,637	$	235,217	$	69,309

Expenses:
Property operating	26,046		78,173		23,418
Impairment charges	—		100		—
Merger, transaction and other costs	85		4		75
General and administrative	2,665		5,376		2,985
Depreciation and amortization	29,762		133,123		42,920
Total expenses	58,558		216,776		69,398
Operating income (loss) before loss on dispositions of real estate investments	18,079		18,441		(89)
Loss on dispositions of real estate investments	(51,404)		(76)		—
Operating (loss) gain of discontinued operations	(33,325)		18,365		(89)
Other income (expense):
Interest expense (4)	(23,832)		(71,247)		(21,064)
Loss on extinguishment and modification of debt (5)	(15,098)		—		—
(Loss) gain on derivative instruments	(17,475)		26		—
Other income	20		645		461
Total other expense, net	(56,385)		(70,576)		(20,603)
Net loss before income tax	(89,710)		(52,211)		(20,692)
Income tax expense	—		—		—
Loss from discontinued operations	$	(89,710)	$	(52,211)	$	(20,692)

(1) Includes (i) the results of the 59 properties included in the First Closing through March 25, 2025. (ii) the results of the 28 properties included in the Second Closing through June 10, 2025, (iii) the results of the 12 properties included in the Third Closing through June 18, 2025, and (iv) the results of the one property, which was sold to the tenant who exercised its right of first refusal, through June 30, 2025.

(4) Interest expense is comprised of interest on the Company’s Prior Revolving Credit Facility (as defined in Note 6 — Revolving Credit Facility) and interest from the two mortgages that were assumed by RCG in the Multi-Tenant Retail Disposition. The Company calculated interest expense consistently in both periods and, for the Prior Revolving Credit Facility, used the amount of the Prior Revolving Credit Facility that would have been required to be paid back upon removal of the Multi-Tenant Retail Portfolio from the borrowing base, multiplied by the weighted-average interest rate of the Prior Revolving Credit Facility.


	Year Ended December 31,
(In thousands)	2025		2024		2023
Depreciation	$	9,701	$	38,708	$	11,182
Amortization of intangibles	20,061		94,415		31,738
Amortization of discounts on mortgages	2,376		5,312		1,782
Amortization of below-market lease liabilities	(1,679)		(7,184)		(2,035)
Amortization of above-market lease assets	1,922		8,803		2,656
Unbilled straight-line rent	2,496		7,394		2,297
Loss from embedded derivative feature of multi-tenant disposition receivable	17,473		—		—
Loss on extinguishment of debt	15,098		—		—
Cash proceeds - multi-tenant disposition receivable	81,196		—		—
Net proceeds from the Multi-Tenant Retail Disposition	1,093,432		—		—

The multi-tenant disposition receivable, net had a balance of $27.9 million as of December 31, 2025 and is recorded at fair value and is comprised of a gross receivable of $44.7 million and a net adjustment to fair value of $16.7 million. In calculating the fair value, the Company’s methodology applied probability weighting, using a range of probabilities from 0% to 100% for the likelihood of the tenants moving to open and operating status and in addition applied a discount rate of 9.5%, where applicable. This receivable is classified as Level 3 of the fair value hierarchy due to the use of unobservable inputs (see Note 9 — Fair Value of Financial Instruments for additional information) and it represents the full potential amount to be received less the fair value of the embedded derivative ascribed to the potential variability of these commencements. This feature is marked to market each period with changes in value being recorded through earnings. During the year ended December 31, 2025, the Company resolved contingencies associated with potential commencements and obtained new facts and circumstances associated with certain other ongoing leases. As a result, the Company adjusted the fair value of the embedded derivative to account for those resolutions, which resulted in a loss of $17.5 million for the year ended December 31, 2025. This amounts are presented as part of discontinued operations in the consolidated statements of operations.

On September 12, 2023, the REIT Merger (as defined below) and the Internalization Merger (as defined below) were both consummated (collectively, the “Mergers”). The REIT Merger and Internalization Merger were conditioned upon each other and accordingly are considered “related” and treated as a single transaction for accounting and reporting purposes.

Pursuant to the terms and conditions of the Agreement and Plan of Merger dated May 23, 2023 (the “REIT Merger Agreement”), on the Acquisition Date, RTL merged with and into Osmosis Sub I, LLC, a wholly-owned subsidiary of GNL (“REIT Merger Sub”), with REIT Merger Sub continuing as the surviving entity (the “REIT Merger”) and as a wholly-owned subsidiary of GNL, followed by Osmosis Sub II, LLC, a wholly-owned subsidiary of the OP, merging with and into the RTL OP, with RTL OP continuing as the surviving entity (the “OP Merger” and collectively with the REIT Merger, the “REIT Mergers”).

On the Acquisition Date, pursuant to the REIT Merger Agreement, each issued and outstanding share of RTL’s (i) Class A Common Stock, par value $0.01 per share (the “RTL Class A Common Stock”), was converted into 0.670 shares (the “Exchange Ratio”) of GNL’s Common Stock, par value $0.01 per share (“Common Stock”), (ii) 7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“RTL Series A Preferred Stock”), was automatically converted into one share of newly created 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), and (iii) 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“RTL Series C Preferred Stock”), was automatically converted into one share of newly created 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”).

Pursuant to the terms and conditions of the Agreement and Plan of Merger dated May 23, 2023 (the “Internalization Merger Agreement”) to internalize the advisory and property management functions of the combined companies, on the Acquisition Date, (i) GNL Advisor Merger Sub LLC, a wholly-owned subsidiary of the OP merged with and into the former Advisor, with the former Advisor continuing in existence; (ii) GNL PM Merger Sub LLC, a wholly-owned subsidiary of the OP merged with and into Global Net Lease Properties, LLC (“Property Manager”), with the Property Manager continuing in existence; (iii) RTL Advisor Merger Sub LLC merged with and into Necessity Retail Advisors, LLC (“RTL Advisor”), with RTL Advisor continuing in existence; and (iv) RTL PM Merger Sub LLC, a wholly-owned subsidiary of the OP merged with and into Necessity Retail Properties, LLC (“RTL Property Manager”), with RTL Property Manager continuing in existence (collectively, the Internalization Merger). As a result of the consummation of the Internalization Merger, the advisory agreements were terminated for both the Company and RTL and the Company assumed both of the Company’s and RTL’s property management agreements and the Company was no longer externally managed. The Company internalized these functions with its own dedicated workforce (see Note 14 — Related Party Transactions and Arrangements for additional information on the Internalization Merger).

As consideration for the Internalization Merger, the Company issued 29,614,825 shares of its Common Stock valued in the aggregate at $325.0 million to AR Global Investments, LLC (“AR Global”) and paid cash in an amount equal to $50.0 million to AR Global. The number of shares issued in respect of the Internalization Merger was valued based on the Company’s 5-day volume-weighted average price as of market close on May 11, 2023 of $10.97 per share of Common Stock. The Company registered these shares for resale under the Securities Act, pursuant to the terms and conditions (including limitations) thereof.

BMO Capital Markets Corp. (“BMO”), the financial advisor to the special committee of the board of directors of the Company (the “Board”) comprised solely of independent directors that was formed by the Board (the “Special Committee”), was paid a fee of $30.0 million, $3.0 million of which was paid in the quarter ended June 30, 2023 upon delivery of BMO’s opinion regarding the REIT Merger and the remaining $27.0 million was paid upon consummation of the Mergers in the quarter ended September 30, 2023. In addition, the Company paid BMO a fee of $1.0 million in the quarter ended June 30, 2023, which was paid upon delivery of BMO’s opinion regarding the Internalization Merger. The Company reimbursed BMO for its transaction-related expenses, which totaled approximately $0.3 million, and agreed to indemnify BMO and certain related parties against certain potential liabilities arising out of or in connection with its engagement.


	Fair Value Calculation
	Shares or Units		Price Used to Calculate Fair Value			Fair Value of Consideration Transferred (In thousands)		Consideration Type
Fair value of Common Stock issued to holders of RTL Class A Common Stock (1)	93,432,946		$	11.11	(2)	$	1,038,040	Common Stock
Fair value of Common Stock issued upon vesting of certain RTL Restricted Shares	209,906		$	11.11	(2)	2,332		Common Stock
Fair value of Common Stock issued to AR Global for the Internalization Merger	29,614,825	(3)	$	11.11	(2)	329,021		Common Stock
Fair value of Class A Units issued by the OP to holder of RTL Class A Units	115,857		$	11.11	(2)	1,287		Class A Units
Fair value of GNL Series D Preferred Stock issued to holders of RTL Series A Preferred Stock (6)	7,933,711	(4)	$	19.61	(4)	155,580		Series D Preferred Stock
Fair value of GNL Series E Preferred Stock to be issued to holders of RTL Series C Preferred Stock (6)	4,595,175	(5)	$	19.75	(5)	90,755		Series E Preferred Stock
Total equity consideration						1,617,015
Cash consideration paid to AR Global						50,000		Cash
Cash used to repay RTL’s credit facility at closing of the REIT Merger						466,000		Cash
Total consideration transferred						$	2,133,015

(3) The considered value of Common Stock to be issued to AR Global was $325.0 million for the Internalization Merger, and the number of shares issued was valued based on the Company’s 5-day volume-weighted average price as of market close on May 11, 2023. The price used to calculate fair value represents the closing price of GNL’s Common Stock on the Acquisition Date.

The Mergers were all conditioned upon each other and accordingly are considered “related” and treated as a single transaction for accounting and reporting purposes. The Mergers were accounted for under the acquisition method for business combinations pursuant to GAAP, with the Company as the accounting acquirer of RTL. The consideration transferred by the Company in the Mergers established a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Acquisition Date. To the extent fair value of the consideration paid exceeded the fair value of net assets acquired, any such excess represented goodwill.

The Company provided a provisional allocation of the fair value of the assets acquired and liabilities assumed in the Mergers in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. During the three months ended September 30, 2024, June 30, 2024, March 31. 2024 and December 31, 2023 (the “Measurement Period”), adjustments were determined and recorded as if they had been completed at the Acquisition Date.


(in thousands)	Amounts Recognized as of the Acquisition Date (as previously reported)		Measurement Period Adjustments			Amounts Recognized as of the Acquisition Date (as adjusted)
Assets Acquired:
Land	$	954,967	$	615		$	955,582
Buildings, fixtures and improvements	2,526,810		349			2,527,159
Total tangible assets	3,481,777		964		(1)	3,482,741
Acquired intangible assets:
In-place leases	582,475		(1,045)			581,430
Above-market lease assets	67,718		50			67,768
Total acquired intangible lease assets	650,193		(995)		(1)	649,198
Cash	65,223		(607)		(2)	64,616
Operating lease right-of-use assets	26,407		10			26,417
Prepaid expenses and other assets	60,862		(1,702)		(3)	59,160
Goodwill	29,817		640		(4)	30,457
Total assets acquired	4,314,279		(1,690)			4,312,589

Liabilities Assumed:
Mortgage notes payable, net	1,587,455		—			1,587,455
Senior notes, net	386,250		—			386,250
Acquired intangible lease liabilities	76,682		3			76,685
Accounts payable and accrued expenses	86,031		(1,663)		(5)	84,368
Operating lease liabilities	26,407		(30)			26,377
Prepaid rent	18,439		—			18,439
Total liabilities assumed	2,181,264		(1,690)			2,179,574

Total consideration transferred	$	2,133,015	$	—		$	2,133,015

________

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Mergers includes the expected synergies and other benefits that we believe will result from the Internalization Merger and any intangible assets that do not qualify for separate recognition. Goodwill is not amortized and the Company has allocated the goodwill to its segments (see Note 17 — Segment Reporting for additional details).

The following table presents unaudited supplemental pro forma information as if the Mergers had occurred on January 1, 2022 for the year ended December 31, 2023. The unaudited supplemental pro forma financial information is not necessarily indicative of what the actual results of operations of the Company would have been assuming the Mergers had taken place on January 1, 2022, nor is it indicative of the results of operations for future periods.