Global Net Lease, Inc.
Annual Report 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________
Commission file number: 001-37390
Global Net Lease, Inc.
(Exact name of registrant as specified in its charter)
Maryland
  
45-2771978
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
650 Fifth Ave., 30  Floor, New York, NY                 10019
__________________________________________________________________________________ __________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (332) 265-2020
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of each exchange on which registered
Common Stock, $0.01 par value per share
GNL
New York Stock Exchange
7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par
value per share
GNL PR A
New York Stock Exchange
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock,
$0.01 par value per share
GNL PR B
New York Stock Exchange
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock,
$0.01 par value per share
GNL PR D
New York Stock Exchange
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock,
$0.01 par value per share
GNL PR E
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $1.7 billion based on the closing sales price on the New York Stock
Exchange as of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter.
As of February 24, 2025, the registrant had 230,783,453 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be delivered to stockholders in connection with the registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference into
Part III of this Form 10-K. The registrant intends to file its proxy statement within 120 days after its fiscal year end.
th


GLOBAL NET LEASE, INC.
FORM 10-K
Year Ended December 31, 2024
Page
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
7
Item 1B.
Unresolved Staff Comments
33
Item 1C.
Cybersecurity
32
Item 2.
Properties
35
Item 3.
Legal Proceedings
38
Item 4.
Mine Safety Disclosures
38
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
39
Item 6.
[Reserved]
39
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
42
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
62
Item 8.
Financial Statements and Supplementary Data
65
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
65
Item 9A.
Controls and Procedures
65
Item 9B.
Other Information
66
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
66
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
66
Item 11.
Executive Compensation
66
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
66
Item 13.
Certain Relationships and Related Transactions, and Director Independence
66
Item 14.
Principal Accountant Fees and Services
67
PART IV
Item 15.
Exhibits and Financial Statement Schedules
68
Item 16.
Form 10-K Summary
74
SIGNATURES
75
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Table of Contents
Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995
(“PSLRA”), Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements include statements regarding the intent, belief or current expectations of Global Net Lease, Inc. (“we,” “our,” or “us”) and members of
our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,”
“seeks,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” “predicts,” “expects,” “plans,” “intends,” “would,” “could,” “should” or similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ
materially from those contemplated by such forward-looking statements. We believe these forward-looking statements are reasonable; however, you should not
place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date
they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated
events or changes to future operating results over time, unless required by law. We intend that all forward-looking statements be subject to the safe-harbor
provisions of the PSLRA.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual
results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks that any potential future
acquisition or disposition (including the RCG Multi-Tenant Retail Disposition (as defined below)) by the Company is subject to market conditions, capital
availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks
and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth in “Risk Factors” (Part
I, Item 1A of this Annual Report on Form 10-K), “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A of this Annual Report on Form 10-
K), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part II, Item 7 of this Annual Report on Form 10-K).
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Table of Contents
PART I
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. 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. 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. 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. On
September 12, 2023, we internalized our advisory and property management functions as well as the advisory and property management functions of RTL. 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 Note 12 — Related Party Transactions to our consolidated financial statements included in this Annual
Report on Form 10-K.
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. 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. 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. The straight-line rent includes amounts for tenant concessions.
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”). 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. On a long-term
basis, we seek to:
•
generate stable and consistent cash flows by acquiring properties, or entering into new leases, with long lease terms;
•
acquire properties utilizing a well-defined investment strategy and rigorous underwriting process to identify and select high-quality net lease investment
opportunities;
•
lease properties to tenants with logistical and local advantages, strong operating performance, strong business financials, financial visibility, and corporate-
level profitability;
•
enter into new leases with contractual rent escalations or inflation adjustments included in the lease terms; and
•
enhance the diversity of our asset base by continuously evaluating opportunities in different geographic regions of the U.S., Canada, and Europe.     
In evaluating prospective investments, we consider relevant real estate and financial factors, including the location of the property, the leases and other
agreements affecting it, the creditworthiness of its major tenants, its income producing capacity, its physical condition, its prospects for appreciation and liquidity,
tax considerations and other factors. In this regard, we have substantial discretion with respect to the selection of specific investments, subject to approval for
certain investments by and any guidelines established by our board of directors (the “Board”) or the Finance Committee of the Board. We may change our business
strategy, including the assets we seek to acquire, in the absolute discretion of our Board.
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. 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.
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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. 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. 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. For our purposes, “Investment Grade” for our properties includes both actual investment grade ratings of the tenant or guarantor, if available, or
implied investment grade. Implied investment grade may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has
guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s Analytics tool, which generates
an implied rating by measuring an entity’s probability of default. 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.
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, 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.
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. 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.
We expect to incur additional indebtedness in the future and issue additional equity to fund our future needs including acquisitions. The form of our
indebtedness will vary and could be long-term or short-term, secured or unsecured, or fixed-rate or floating rate. 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 “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. Factors that we
would consider when reevaluating or changing our investment and financing policies include among other things, current economic conditions, the relative cost and
availability of debt and equity capital, our expected investment opportunities, and the ability of our investments to generate sufficient cash flow.
Organizational Structure
Substantially all of our business is conducted through Global Net Lease Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and The
Necessity Retail REIT Operating Partnership, L.P. (“RTL OP,” and together with the OP, the “OPs”) and each of their wholly-own subsidiaries.
Tax Status
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our
taxable year ended December 31, 2013. We believe that, commencing with such taxable year, we have been organized and have operated in a manner so that we
qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner to qualify for taxation as a REIT, but can provide no assurances
that we will operate in a manner so as to remain qualified as a REIT. To continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our
REIT taxable income (which does not equal net income as calculated in accordance with generally accepted accounting principles (“GAAP”)), determined without
regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If
we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on the portion of our REIT taxable income that we
distribute to our stockholders. 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.
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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.
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. The number of competing
properties in a particular market could have a material effect on our occupancy levels, rental rates and on the operating expenses of certain of our properties.
In addition, we compete for acquisitions with other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance
companies, sovereign wealth funds, mutual funds and other entities. Some of these competitors, including larger REITs, have greater financial resources than we
have and generally may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of tenants.
Competition from these and other third-party real estate investors may limit the number of suitable investment opportunities available to us and increase prices
which will lower yields, making it more difficult for us to acquire new investments on attractive terms.
Regulations - General
Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, the Americans with
Disabilities Act of 1990, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental
impacts such as increased motor vehicle activity. We believe that we have all permits and approvals necessary under current law to operate our investments. These
regulations have not and are not expected to have a material impact on our capital expenditures, competitive position, financial condition or results of operations.
Regulations - Environmental
As an owner of real estate, we are subject to various environmental laws of federal, state and local governments and foreign governments at various levels.
Compliance with existing laws has not had a material adverse effect on our capital expenditures, competitive position, financial condition or results of operations,
and management does not believe it will have such an impact in the current fiscal year. However, we cannot predict the impact of unforeseen environmental
contingencies or new or changed laws or regulations on properties in which we hold an interest, or on properties that may be acquired directly or indirectly in the
future. As part of our efforts to mitigate these risks, we typically engage third parties to perform assessments of potential environmental risks when evaluating a
new acquisition of property, and we frequently require sellers to address them before closing or obtain contractual protection (indemnities, cash reserves, letters of
credit, or other instruments) from property sellers, tenants, a tenant’s parent company, or another third party to address known or potential environmental issues in
the current fiscal year.
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. Our human capital resources objectives center around employee engagement, fostering our culture, and leadership development in order to attract and
retain talented and well-qualified employees. Our compensation program, including competitive salaries and other benefits, are designed to attract, hire, retain and
motivate highly qualified employees and executives. 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.
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. The website contains reports, proxy statements and information statements, and other information, which you may obtain free of
charge. In addition, copies of our filings with the SEC may be obtained from our website at www.globalnetlease.com. Access to these filings is free of charge. We
are not incorporating our website or any information from the website into this Form 10-K.
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Item 1A. Risk Factors
Set forth below are the risk factors that we believe are material to our investors and a summary thereof. The occurrence of any of the risks discussed in this
Annual Report on Form 10-K could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends and they
may also impact the trading price of our common and our preferred stock. The risk factors contained herein are not necessarily comprehensive and we may be
subject to other risks.
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. Changes in the debt markets could have a
material adverse impact on our earnings and financial condition.
•
We depend on tenants for our rental revenue and, accordingly, our rental revenue depends upon the success and economic viability of our tenants. 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.
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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.
In the near term, we expect to continue to focus on disposing properties to reduce our existing indebtedness. On February 25, 2025, we entered into a Purchase
and Sale Agreement (“RCG PSA”) with certain affiliates of RCG Ventures Holdings, LLC (“RCG”), to sell a real estate portfolio comprised of 100 multi-tenant
retail centers located in 28 states for a base purchase price of approximately $1.78 billion, subject to customary purchase price adjustments (“RCG Multi-tenant
Retail Disposition”). Over the longer term, we expect to continue acquiring properties, which may include single-tenant or multi-tenant properties. For additional
information on the proposed RCG Multi-Tenant Retail Disposition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Pending Transactions – RCG Multi-tenant Retail Disposition” herein. There 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. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. 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. We also may not recognize the anticipated benefits of completed
dispositions or other divestitures we may pursue in the future.
Over the longer term, we expect to continue acquiring properties, including both single-tenant and multi-tenant properties. Pursuing our longer term investment
objective exposes us to numerous risks, including:
•
competition from other real estate investors with significant capital resources;
•
we may acquire properties that are not accretive or dispose of properties at prices less than we originally contemplated;
•
we may not successfully integrate, manage and lease the properties we acquire to meet our expectations or market conditions may result in future
vacancies and lower-than expected rental rates;
•
we may be unable to obtain debt financing or raise equity required to fund acquisitions on favorable terms, or at all;
•
we may need to spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
•
agreements to acquire properties are typically subject to customary conditions to closing that may or may not be completed, and we may spend
significant time and money on potential acquisitions that we do not consummate;
•
the process of acquiring or pursuing the acquisition of a new property may divert the attention of our management team from our existing business
operations; and
•
we may acquire properties without recourse, or with only limited recourse, for liabilities, whether known or unknown.
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.
In order to meet our strategic goals, which include acquiring additional properties, we will need to access sources of capital beyond the cash we generate from
our operations. Our access to capital depends, in part, on:
•
 general market conditions;
•
 the market’s perception of our assets and growth potential;
•
 our current and expected debt levels;
•
 our current and expected future earnings, cash flow and dividend payments;
•
market price per share of our Common Stock and Preferred Stock, and any other class or series of equity security we may seek to issue.
Historically, there have been periods where the global equity and credit markets have experienced significant price volatility, dislocations and liquidity
disruptions, which have caused market prices of equity and debt securities to fluctuate substantially and the spreads on prospective debt financings to widen
considerably. These circumstances have recently materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and in
certain cases have resulted in the unavailability of certain types of financing. These factors may make it more difficult for us to buy or sell properties and may
adversely affect the price we purchase or receive for properties, as we and prospective buyers may experience increased costs of financing or difficulties in
obtaining financing. 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.
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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. If we are unable to do so, our
ability to successfully pursue our long-term strategy of growth through property acquisitions will be limited.
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.
We cannot guarantee that we will be able to pay dividends on a regular basis on our Common Stock, Preferred Stock or any other class or series of stock we
may issue in the future. Any accrued and unpaid dividends payable with respect to our Preferred Stock must be paid upon redemption of those shares. Decisions
regarding the frequency and amount of any future dividends we pay on our Common Stock will remain at all times entirely at the discretion of our Board, which
reserves the right to change our dividend policy at any time and for any reason.
As noted herein, our debt agreements, including the indentures governing the 4.50% Senior Notes and the 3.75% Senior Notes (collectively, our “Senior
Notes”) as well as our Credit Agreement, which consists of our senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”), contain
various covenants that limit our ability to pay dividends. For example, our Credit Agreement prohibits us from paying distributions, including cash dividends
payable on our Common Stock, Preferred Stock or any other class or series of stock we may issue in the future, or redeem or otherwise repurchase shares of any of
these outstanding securities, or any other class or series of stock we may issue in the future, that exceed 100% of our Adjusted FFO as defined in the Credit
Agreement (which is different from the definition of AFFO disclosed in this Annual Report on Form 10-K) for any period of four consecutive fiscal quarters, except
in limited circumstances, including that for one fiscal quarter in each calendar year, we may pay cash dividends and other distributions and make redemptions and
other repurchases in an aggregate amount equal to no more than 105% of our Adjusted FFO. We have used this exception in the past and may need to do so in the
future.
Our ability to pay dividends in the future and comply with the restrictions on the payment of dividends depends on our ability to operate profitably and to
generate sufficient cash flows from the operations of our existing properties and any properties we may acquire. In the past, the lenders under our Credit Agreement
have consented to increase the maximum amount of our Adjusted FFO we may use to pay cash dividends and other distributions and make redemptions and other
repurchases in certain periods. There can be no assurance that they will do so again in the future if we need to do so.
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. In prior periods, we have funded a larger
portion of the amounts required to fund the dividends we pay from cash on hand, consisting of proceeds from borrowings, and we may need to do so in the future.
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. There
can be no assurance that other sources will be available on favorable terms, or at all. Funding dividends from other sources such as borrowings, asset sales or equity
issuances limits the amount we can use for property acquisitions, investments and other corporate purposes.
Market and economic challenges experienced by the U.S. and global economies may adversely impact our operating results and financial condition.
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. Challenging economic conditions may also impact the ability of certain of our tenants to enter into new leasing transactions or
satisfy rental payments under existing leases.
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;
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•
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.
We are subject to additional risks from our international investments.
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.
These investments may be affected by factors peculiar to the laws and business practices of the jurisdictions in which the properties are located. These laws and
business practices may expose us to risks that are different from and in addition to those commonly found in the U.S. 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.
The failure of our operating infrastructure to support such international investments, could result in operational failures, regulatory fines, or other governmental
sanctions. We may engage third-party asset managers in international jurisdictions to monitor compliance with legal requirements and lending agreements. Failure
to comply with applicable requirements may expose us, our operating subsidiaries, or the entities we manage to additional liabilities.
Investments in properties or other real estate investments outside the U.S. subject us to foreign currency risk.
Investments we make outside the U.S. are generally subject to foreign currency risk due to fluctuations in exchange rates between foreign currencies and the
USD. 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.
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. Changes in exchange rates of any of these foreign currencies to USD may affect our revenues, operating margins and the amount of cash generated by
these properties and the amount of cash we have available to pay dividends. We are generally a net receiver of these foreign currencies (we receive more cash than
we pay out), and therefore our results of operations of our foreign properties benefit from a weaker USD, and are adversely affected by a stronger USD, relative to
the foreign currency. Any positive impact to revenue from tenants in prior years from a weaker USD
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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. These changes may adversely affect our status as a REIT. 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.
Also, governments from time to time intervene in the currency markets, directly and by regulation, in order to influence exchange rates. These events and
actions are unpredictable.
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. If we fail
to effectively hedge our currency exposure, or if we experience other losses related to our exposure to foreign currencies, our operating results could be negatively
impacted and cash flows could be reduced.
A major tenant default may have an adverse impact on our results of operations.
The value of our investment in real estate assets is historically driven by the credit quality of the underlying tenant, and an adverse change in a major tenant’s
financial condition or a decline in the credit rating of such tenant may result in a decline in the value of our investments. 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.
A high concentration of our properties in a particular geographic area magnifies the effects of downturns in that geographic area and could have a
disproportionate adverse effect on the value of our investments and results of operations.
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.
If tenants of our properties are concentrated in a certain industry category, any adverse effect to that industry generally would have a disproportionately adverse
effect on our portfolio. 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:
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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.
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. 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. A default of any tenant on its lease payments to us would cause us to
lose the revenue from the property and potentially increase our expenses and cause us to have to find an alternative source of revenue to fund related debt payment
and prevent a foreclosure if the property is subject to a mortgage. We may experience delays in enforcing our rights as landlord and may incur substantial costs in
protecting our investment including potentially leasing the property to a new tenant. If a lease is terminated, there is no assurance that we will be able to lease the
property for the rent previously received or sell the property without incurring a loss. A default by a tenant, the failure of a guarantor to fulfill its obligations or other
premature termination of a lease, or a tenant’s election not to extend a lease upon its expiration, could have an adverse effect.
Single-tenant properties may be difficult to sell or re-lease.
If a lease for one of our single-tenant properties is terminated or not renewed or, in the case of a mortgage loan, if we take possession through a foreclosure
action, we may be required to renovate the property or to make rent concessions in order to lease the property to another tenant or sell the property. Additionally, if
we cannot obtain another tenant with comparable building structural space and configuration needs, we may be required to modify the property for a different use,
which may involve a significant capital expenditure and a delay in re-leasing the property. Some of our properties are “special use single-tenant properties” that
may be relatively illiquid compared to other types of real estate and financial assets limiting our ability to quickly change our portfolio in response to changes in
economic or other conditions.
There is no assurance that we could obtain a substitute tenant on acceptable terms. These and other limitations may adversely affect the cash flows from, lead
to a decline in value of or eliminate the return on investment of, our single-tenant properties.
Our real estate investments are generally illiquid which could significantly impede our ability to respond to market conditions or adverse changes in the
performance of our tenants or our properties and which would harm our financial condition.
Our investments are relatively difficult to sell quickly. As a result of this illiquidity, our ability to promptly sell one or more properties in our portfolio in
response to changing economic, financial or investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will
occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objective by sale, other disposition or refinancing at
attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or
even the lack of an established market for a property, changes adversely affecting the tenant of a property, changes adversely affecting the area in which a particular
property is located, adverse changes in the financial condition or prospects of prospective purchasers and changes in local, national or international economic
conditions.
In addition, the Internal Revenue Code of 1986, as amended (the “Code”), imposes restrictions on a REIT's ability to dispose of properties that are not
applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment,
rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best
interest. 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. The market
for retail space has been and could be adversely affected by weaknesses in the national, regional and local economies, the adverse financial condition of anchored
shopping centers and other large retailing companies, the ongoing consolidation in the retail and grocery sector, changes in consumer preferences and spending,
excess amounts of retail space in a number of markets and competition for tenants in the markets, as well as the increasing use of the Internet by
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retailers and consumers and adoption and use of mobile electronic devices by consumers. Customer traffic to these shopping areas may be adversely affected by the
closing of stores in the same multi-tenant property, or by a reduction in traffic to these stores resulting from a regional economic downturn, a general downturn in
the local area where our property is located, or a decline in the desirability of the shopping environment of a particular retail property.
Revenue generated by a retail property and its value may be adversely affected by negative perceptions of the safety, convenience and attractiveness of the
property. The majority of our leases in the Multi-Tenant Retail sector require the tenant to pay base rent plus contractual base rent increases but these base increases
may not be sufficient to fund increased expenses or may still be below market rates.
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. These trends have led, and may in the future lead, to more efficient office layouts and a decrease in
square feet leased per employee. The impact of alternative workspaces and technology could result in tenant downsizings upon renewal, or tenants seeking office
space outside of typical central business districts. 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.
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. The shift to online shopping, including online orders for immediate delivery or pickup in store, has
further accelerated, and may cause further declines in brick-and-mortar sales generated by retail tenants and may cause certain of our tenants to reduce the size or
number of their retail locations. Our grocery store tenants are incorporating e-commerce concepts through home delivery or curbside pickup, which could reduce
foot traffic at our properties and reduce the demand for these properties. Traditional grocery chains are also subject to increasing competition from new market
participants and food retailers who have incorporated the Internet as a direct-to-consumer channel and Internet-only retailers that sell grocery products. Such
increased competition from non-traditional competitors, some of which may have different business models and larger profit margins, could lead to a deterioration
in our tenants’ businesses. 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. These conditions may
adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a
result of changing market conditions. We cannot predict with certainty the future needs or wants tenants, what retail spaces will look like, or how much revenue will
be generated at traditional brick and mortar locations. 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. Our reliance on single or
significant tenants in certain buildings may decrease our ability to lease vacated space.
Any anchor tenant, which we define as a tenant that occupies over 10,000 square feet of one of our Multi-Tenant Retail properties, may become insolvent, may
suffer a downturn in its business, or may decide not to renew its lease. Any of these events would likely result in the tenant reducing, or ceasing to make, rental
payments. In addition to the impact on rental payments, any tenant experiencing a downturn in its business, including as a result of adverse economic conditions,
may choose to delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare
bankruptcy. A lease termination by an anchor tenant could result in lease terminations or reductions in rent payments by other tenants whose leases permit
cancellation or rent reduction if another tenant’s lease is terminated.
We own properties where the tenants may have rights to terminate their leases if certain other tenants are no longer open for business. These “co-tenancy”
provisions also exist in some leases where we own a portion of a retail property and one or more of the anchor tenants lease space in that portion of the center not
owned or controlled by us. If these tenants were to vacate their space, tenants with co-tenancy provisions would have the right to terminate their leases or seek a
rent reduction. Even if co-tenancy rights do not exist, other tenants may experience downturns in their businesses that could threaten their ongoing ability to
continue paying rent and remain solvent. In such event, we may be unable to re-lease the vacated space at attractive rents or at all. In some cases, it may take
extended periods of time to re-lease a space, particularly one previously occupied by a major tenant or non-owned anchor. Additionally, tenants are involved in
mergers or acquisitions with or by third parties or undertake other restructurings may choose to consolidate, downsize or relocate operations, resulting in
terminating or not renewing their leases with us or vacating the leases premises. The transfer to a new anchor tenant, or the bankruptcy, insolvency or downturn in
business of any of our anchor tenants, could cause customer traffic in the retail center to decrease and thereby reduce the income generated by that retail center.
Many expenses associated with properties (such as operating expenses and capital expenses) cannot be reduced, and may even increase due to inflation or
otherwise, in the case of a termination. A lease
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transfer to a new anchor tenant could also allow other tenants to make reduced rental payments or to terminate their leases at the retail center.
If an anchor tenant vacates its space for any reason and we are unable to re-lease the vacated space to a new anchor tenant, we may incur additional expenses in
order to remodel the space to be able to re-lease the space to more than one tenant. There can be no assurance that any re-leasing of a vacated space, either to a
single new anchor tenant or to more than one tenant, will be on comparable terms to the prior lease, which could adversely affect our cash flow.
A sale-leaseback transaction may be recharacterized in a tenant’s bankruptcy proceeding.
We have entered and may continue to enter into sale-leaseback transactions, in which we purchase a property and then lease the same property back to the
seller, who then becomes a tenant. In a bankruptcy of a tenant, a transaction structured as a sale-leaseback may be recharacterized as either a financing or a joint
venture, either one of which may negatively impact us. If the transaction was recharacterized as a financing, we might not be considered the owner of the property,
and as a result would have the status of a creditor. In that event, we would no longer have the right to sell or encumber our ownership interest in the property.
Instead, we would have a claim against the tenant for the amounts owed under the lease. The tenant/debtor might have the ability to propose a plan restructuring the
term, interest rate and amortization schedule. If confirmed by the bankruptcy court, we would be bound by the new terms. If the transaction was recharacterized as a
joint venture, we would be treated as a joint venture partner with our tenant changing the nature of our legal relationship regarding the property. We could, for
example, be held liable, under some circumstances, for debts incurred by the tenant relating to the property.
If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases.
Any of our tenants, or any guarantor of a tenant’s lease obligations, could become insolvent or be subject to a bankruptcy proceeding pursuant to Title 11 of the
United States Code. A bankruptcy filing of our tenants or any guarantor of a tenant’s lease obligations in the United States would result in a stay of all efforts by us
to collect pre-bankruptcy debts from these entities or their assets, unless we receive an enabling order from the bankruptcy court. Post-bankruptcy debts would be
required to be paid currently. If a lease is assumed by the tenant, all pre-bankruptcy balances owing under it must be paid in full. If a lease is rejected by a tenant in
bankruptcy, we would only have a general unsecured claim for damages. If a lease is rejected, it is unlikely we would receive any payments from the tenant because
our claim is capped at the rent reserved under the lease, without acceleration, for the greater of one year or 15% of the remaining term of the lease, but not greater
than three years, plus rent already due but unpaid as of the date of the bankruptcy filing (post-bankruptcy rent would be payable in full). This claim could be paid
only if funds were available, and then only in the same percentage as that realized on other unsecured claims. There is no assurance the debtor in possession or
bankruptcy trustee will assume the lease in a bankruptcy proceeding.
Highly leveraged tenants that experience downturns in their operating results due to adverse changes to their business may have a higher probability of filing
for bankruptcy or insolvency. In bankruptcy or insolvency proceedings in the United States, a tenant may have the option of vacating a property instead of paying
rent, reducing our revenues and limiting our options until the impacted property is released from the bankruptcy or insolvency proceeding.
A bankruptcy could delay efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums and may
decrease or eliminate rental payments from the impacted tenant reducing our cash flow.
For any foreign tenant or lease guarantor, the tenant or lease guarantor could become insolvent or be subject to an insolvency or bankruptcy proceeding
pursuant to a foreign jurisdiction instead of Title 11 of the United States Code. The effect of the insolvency or bankruptcy proceeding on us will depend in each case
on the relevant jurisdiction and its own insolvency regime or code but in all events we will face difficulties in collecting amounts owed to us with respect to the
applicable lease under these circumstances.
The credit profile of our tenants may create a higher risk of lease defaults and therefore lower revenues.
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. The term “parent” for these purposes includes any entity, including any governmental entity owning more than 50% of the voting stock of the
tenant. Implied Investment Grade ratings are also determined using a proprietary Moody’s Analytics tool, which creates an implied rating by measuring an entity’s
probability of default. Leases with tenants that do not have an investment grade credit rating from a major ratings agency or were not rated and are not affiliated
with companies having an investment grade credit rating may have a greater risk of default and bankruptcy than would long-term leases with tenants who have
actual investment grade ratings. 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
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liquidity, if applicable). 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. This outcome could have an adverse impact on our returns on that asset and hence our operating results.
You should not rely solely on the credit ratings of our tenants.
Some of our tenants, guarantors and/or their parent or sponsor entities are rated by certain rating agencies. In certain instances, we may disclose the credit
ratings of our tenants or their parent or sponsor entities even though those parent or sponsor entities are not liable for the obligations of the tenant or guarantor
under the lease. Any such credit ratings are subject to ongoing evaluation by these credit rating agencies and we cannot assure you that any such ratings will not be
changed or withdrawn by these rating agencies in the future if, in their judgment, circumstances warrant. A credit rating is not a guarantee and only reflects the
rating agency’s opinion of an entity’s ability to meet its financial commitments, such as its payment obligations to us under the relevant lease, in accordance with
their stated terms. A rating may ultimately prove not to accurately reflect the credit risk associated with a particular tenant, guarantor or its parent. Ratings are
generally based upon information obtained directly from the entity being rated, without independent verification by the rating agency. If any such information
contained a material misstatement or omitted a material fact, the rating based upon such information may not be appropriate. Ratings may be changed, qualified,
suspended, placed on watch or withdrawn as a result of changes in, additions to or the accuracy of information, the unavailability of or inadequacy of information or
for any other reason. No rating agency guarantees a tenant’s or, where applicable, its guarantor’s obligations to us. If a tenant’s or, where applicable, its guarantor’s
rating is changed, qualified, suspended, placed on watch or withdrawn, such tenant or guarantor may be more likely to default in its obligations to us, and investors
may view our cash flows as less stable. Additionally, if these rating agencies assign a lower-than-expected rating or reduce or withdraw, or indicate that they may
reduce or withdraw, the credit rating of a tenant, guarantor or its parent entity, the value of our investment in any properties leased by such tenant could significantly
decline.
Long-term leases may result in income lower than short term leases.
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. Leases of long duration, or with renewal options that specify a maximum rate increase,
may not result in market rent over time if we do not accurately judge the potential for increases in market rental rates.
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. Further, properties leased subject to long term
leases at below market rental rates will be less attractive to potential buyers, which could affect our ability to sell the property at an advantageous price.
Properties may have vacancies for a significant period.
A property may have vacancies either due to tenant defaults or the expiration of leases. If vacancies continue for a long period of time, we may suffer
reduced revenues resulting in less cash available for things such as dividends. In addition, because the market value of a property depends principally on the cash
generated by the property, the resale value of a property with prolonged vacancies could decline significantly.
We generally obtain only limited warranties when we purchase a property and would therefore have only limited recourse if our due diligence did not identify
any issues that lower the value of our property.
We have acquired, and may continue to acquire, properties in “as is” condition on a “where is” basis and “with all faults,” without any warranties of
merchantability or fitness for a particular use or purpose. In addition, purchase agreements we entered into may contain only limited warranties, representations and
indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose
some or all of our invested capital in the property as well as the loss of rental income from that property.
We may be unable to secure funds for future tenant improvements or capital needs, which could impact the value of the applicable property or our ability to
lease the applicable property on favorable terms.
If a tenant does not renew its lease or otherwise vacate its space, we likely will be required to expend substantial funds to improve and refurbish the vacated
space. In addition, we will likely be responsible for any major structural repairs, such as repairs to the foundation, exterior walls and rooftops, even if our leases
with tenants require tenants to pay routine property maintenance costs. We may have to obtain financing from sources such as borrowings, property sales or future
equity offerings to fund these capital requirements. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional
funding for capital improvements, the value of the applicable property or our ability to lease space at the applicable property on favorable terms could be adversely
impacted.
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.
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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. Certain mortgage loans we have entered into contain lock-out provisions prohibiting us from reducing the outstanding indebtedness with respect to any
properties, refinancing such indebtedness on a non-recourse basis at maturity, or increasing the amount of indebtedness with respect to such properties. Lock-out
provisions could also impair our ability to take other actions during the lock-out period that may otherwise be in the best interests of our stockholders. In particular,
lock-out provisions could preclude us from participating in major transactions that could result in a disposition of our assets or a change in control. Payment of yield
maintenance premiums in connection with dispositions or refinancings could adversely affect our cash flow.
Rising expenses could reduce cash flow.
The properties that we own or may acquire are subject to operating risks common to real estate in general, any or all of which may negatively affect us. If any
property is not fully occupied or if rents are being paid in an amount that is insufficient to cover operating expenses, we could be required to fund these expenses.
Property expense may increase because of changes in tax rates, utility costs, operating expenses, insurance costs, repairs and maintenance and administrative
expenses. Renewals of leases or future leases may not be negotiated on that basis, in which event we may have to pay these costs. If we are unable to lease
properties on a triple-net-lease basis or on a basis requiring the tenants to pay all or some expenses, or if tenants fail to pay required tax, utility and other
impositions, we could be required to pay these costs which would, among other things, limit the amount of funds we have available for other purposes, including to
pay dividends or fund future acquisitions.
Real estate-related taxes may increase and if these increases are not passed on to tenants, our cash flow will be reduced.
Some local real property tax assessors may seek to reassess a property that we acquire, and, from time to time, our property taxes may increase as property
values or assessment rates change or for other reasons deemed relevant by the assessors. An increase in the assessed valuation of a property for real estate tax
purposes will result in an increase in the related real estate taxes on that property. There is no assurance that renewal leases or future leases will be negotiated on the
same basis. Increases not passed through to tenants will adversely affect the cash flow generated by the impacted property.
We face significant competition for acquiring properties from both publicly traded REITs and private investors that have
greater resources than we do, which could materially and adversely affect us.
We face significant competition from other entities engaged in real estate investment activities, including publicly traded and privately held REITs, private and
institutional real estate investors, sovereign wealth funds, banks, insurance companies, investment banking firms, lenders, specialty finance companies, and other
entities. Some of our competitors are larger and may have considerably greater financial, technical, leasing, underwriting, marketing, and other resources than we
do. Some competitors may have a lower cost of capital and access to funding sources that may not be available to us. In addition, other competitors may have
higher risk tolerances or different risk assessments and may not be subject to the same operating constraints, including maintaining REIT status. This competition
may result in fewer acquisitions, higher prices, lower yields, less desirable property types, and acceptance of greater risk. As a result, we cannot provide any
assurance that we will be able to successfully execute our growth strategy. Any failure to grow through acquisitions as a result of the significant competition we
face could materially and adversely affect us.
Our properties and our tenants may face competition that may affect tenants’ ability to pay rent.
Our properties typically are, and we expect properties we acquire in the future will be, located in developed areas. Therefore, there are and will be numerous
other properties within the market area of each of our properties that will compete with us for tenants. The number of competitive properties could have a material
effect on our ability to rent space at our properties and the amount of rents charged. We could be adversely affected if additional competitive properties are built in
locations competitive with our properties, causing increased competition for customer traffic and creditworthy tenants. 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. Our retail tenants face competition from numerous retail channels such as discount or value retailers, factory outlet
centers and wholesale clubs as well as from alternative retail channels, such as mail order catalogs and operators, television shopping networks and the internet.
Competition that we face from other properties within our market areas, and competition our tenants face from tenants in such properties could result in decreased
cash flow from tenants and may require us to make capital improvements to maintain competitiveness.
We may incur significant costs to comply with governmental laws and regulations, including those related to environmental matters.
All real property and the operations conducted on real property are subject to federal, state and local laws and regulations, and various foreign laws and
regulations, relating to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions,
the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials,
and the remediation of contamination associated with disposals. Environmental laws and regulations may impose joint and several liability on tenants,
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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. 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. We may invest in properties located in countries that have adopted laws or observe environmental
management standards that are less stringent than those generally followed in the United States, which may pose a greater risk that releases of hazardous or toxic
substances have occurred. We therefore may own properties that have known or potential environmental contamination as a result of historical or ongoing
operations, which may expose us to liabilities under environmental laws.
Additionally, some of the properties may contain asbestos or asbestos‐containing materials, or may contain or may develop mold or other bio‐contaminants.
Asbestos‐containing materials must be handled, managed and removed in accordance with applicable governmental laws, rules and regulations. Mold and other bio‐
contaminants can produce airborne toxins, may cause a variety of health issues in individuals and must be remediated in accordance with applicable governmental
laws, rules and regulations.
Some of these laws and regulations have been amended to require compliance with new or more stringent standards as of future dates. Compliance with new or
more stringent laws or regulations or stricter interpretation of existing laws may require material expenditures by us. Future laws, ordinances or regulations may
impose material environmental liability. Additionally, our tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our
properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties. In addition, there are various local,
state and federal fire, health, life-safety and similar regulations with which we may be required to comply, and that may subject us to liability in the form of fines or
damages for noncompliance.
State and federal laws, and various foreign laws and regulations, in this area are constantly evolving, and we monitor these laws and take commercially
reasonable steps to protect ourselves from the impact of these laws, including obtaining environmental assessments of most properties that we acquire; however, we
do not obtain an independent third-party environmental assessment for every property we acquire. In addition, any assessment that we do obtain may not reveal all
environmental liabilities or reveal that a prior owner of a property created a material environmental condition unknown to us. We may incur significant costs to
defend against claims of liability, comply with environmental regulatory requirements, remediate any contaminated property, or pay personal injury claims.
Damage from catastrophic weather and other natural events and climate change could result in losses to us.
Certain of our properties are located in areas that may experience catastrophic weather and other natural events from time to time, including hurricanes or other
severe weather, flooding, fires, snow or ice storms, windstorms or, earthquakes. These adverse weather and natural events could cause substantial damages or losses
to our properties which could exceed our insurance coverage.
To the extent that significant changes in the climate occur, we may experience extreme weather and changes in precipitation and temperature and rising sea
levels, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact
of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our cash flow may be adversely affected.
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. Congress, and there has been a wide-ranging policy debate, both in the U.S. and internationally, regarding the impact of these gases and possible means for
their regulation. 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.
Climate change may also adversely impact consumer behaviors, preferences and spending for our tenants’ clients, which may impact our tenants ability to
fulfill their obligations under our leases, or our ability to re-lease the properties in the future. In addition, should the impact of climate change be severe or occur for
lengthy periods of time, connectivity, labor and supply chains could impact business continuity for ourselves and our tenants.
In addition, tenants of net-leased properties are responsible for maintenance and other day-to-day management of the properties. 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. 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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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. Even in the absence of a purchaser default, the distribution of the proceeds of sales to our
stockholders, or their reinvestment in other assets, will be delayed until the promissory notes or other property we may accept upon the sale are actually paid, sold,
refinanced or otherwise disposed of. In some cases, we may receive initial down payments in cash and other property in the year of sale in an amount less than the
selling price and subsequent payments will be spread over a number of years.
We may incur a material amount of costs associated with complying with the Americans with Disabilities Act.
Our domestic properties must also comply with the Americans with Disabilities Act of 1990 (“Disabilities Act”). Under the Disabilities Act, all places of public
accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance
requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services, including restaurants and retail stores, be
made accessible and available to people with disabilities. The Disabilities Act’s requirements could require removal of access barriers and could result in the
imposition of injunctive relief, monetary penalties, or, in some cases, an award of damages. A determination that a property does not comply with the Disabilities
Act could result in liability for both governmental fines and damages. If we are required to make unanticipated major modifications to any of our properties to
comply with the Disabilities Act which are determined not to be the responsibility of our tenants, we could incur unanticipated expenses that could be material in
amount.
Actual or threatened terrorist attacks and other acts of violence, civilian unrest, or war may affect the markets in which we operate our business and our
profitability.
We own and acquire real estate assets located in major metropolitan areas as well as densely populated sub-markets that are susceptible to terrorist attack. In
addition, any actual or threatened terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public
transportation (including airlines, trains or buses) could have a negative effect on our business. These events may directly impact the value of our assets and our
results of operations through damage, destruction, loss or increased security costs. Although we may obtain terrorism insurance, we may not be able to obtain
sufficient coverage to fund any losses we may incur. The Terrorism Risk Insurance Act, which was designed for a sharing of terrorism losses between insurance
companies and the federal government, will expire on December 31, 2027, and there can be no assurance that Congress will act to renew or replace it.
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.
Increases in the rate of inflation, both real and anticipated may impact our investments and results of operations. Inflation could erode the value of long-term
leases that do not contain indexed escalation provisions, or contain fixed annual rent escalation provisions that are at rates lower than the rate of inflation, and
increase expenses including those that cannot be passed through under our leases. Increased inflation could also increase our general and administrative expenses
and, as a result of an increase in market interest rates in response to higher than anticipated inflation rate, increase our mortgage and other debt interest costs, and
these costs have and could continue to increase at a rate higher than any rent increases. An increase in our expenses, or a failure of revenues to increase at least with
inflation could adversely impact our results of operations. Certain of our leases for properties located in foreign countries are only adjusted upward to fair market
value only once every five years or contain capped indexed escalation provisions. 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.
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. 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. Future leases may not even contain escalation provisions and these provisions may not be sufficient to protect our
revenues or expenses from the adverse effects of inflation. In addition, increased operating costs paid by our tenants could have an adverse impact on our tenants if
increases in their operating expenses exceed increases in their revenue, which may adversely affect our tenants’ ability to pay rent owed to us or property expenses
to be paid, or reimbursed to us, by our tenants.
Conversely, unusually low inflation can cause deflation, or an outright decline in prices. Deflation can lead to a negative cycle where consumers delay
purchases in anticipation of lower prices, causing businesses to stop hiring and postpone investments as sales weaken. 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.
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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.
A decline in the fair market value of our long-lived assets may require us to recognize an impairment against such assets (as defined by the Financial
Accounting Standards Board (“FASB”)) if certain conditions or circumstances related to an asset were to change and we were to determine that, with respect to any
such asset, the cash flows no longer support the carrying value of the asset. The fair value of our long-lived assets depends on market conditions, including
estimates of future demand for these assets, and the revenues that can be generated from such assets. When such a determination is made, we recognize the
estimated unrealized losses through earnings and write down the depreciated cost of such assets to a new cost basis, based on the fair value of such assets on the
date they are considered to be impaired. Such impairment charges reflect non-cash losses at the time of recognition, and subsequent dispositions or sales of such
assets could further affect our future losses or gains, as they are based on the difference between the sales price received and the adjusted depreciated cost of such
assets at the time of sale.
Our business and operations could suffer if we experience system failures or cyber incidents or a deficiency in cybersecurity.
Our internal information technology networks and related systems are vulnerable to damage from any number of sources, including computer viruses,
unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in
our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by these disruptions.
As reliance on technology has increased, so have the risks posed to those systems. The risk of a security breach has generally increased as the frequency,
intensity and sophistication of attempted attacks and intrusions from around the world have increased. 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. 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 are continuously working including with the aid of third party service providers, to install new, and to upgrade existing, network and
information technology systems, to create processes for risk assessment, testing, prioritization, remediation, risk acceptance, and reporting, and to provide
awareness training around phishing, malware and other cyber risks to ensure they provide us with services essential to our operations are protected against cyber
risks and security breaches and that we are also therefore so protected. However, these upgrades, processes, new technology and training may not be sufficient to
protect us from all risks.
The remediation costs and lost revenues experienced by a subject of an intentional cyberattack or other event which results in unauthorized third party access to
systems to disrupt operations, corrupt data or steal confidential information may be significant and significant resources may be required to repair system damage,
protect against the threat of future security breaches or to alleviate problems, including reputational harm, loss of revenues and litigation, caused by any breaches.
Additionally, any failure to adequately protect against unauthorized or unlawful processing of personal data, or to take appropriate action in cases of infringement
may result in significant penalties under privacy law.
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.
There can be no assurance that the measures we have adopted will be sufficient. Further, while we carry cyber liability insurance, such insurance may not be
adequate to cover all losses related to such events. 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
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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.
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.
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. COVID-19 previously impacted, and a novel strain
of COVID-19 or other potential pandemics could in the future impact, in-person commerce which has and may in the future impact the revenues generated by our
tenants which may further impact their ability to pay their rent to us when due. We may also potentially experience a negative impact on the health of our personnel,
particularly if a significant number of them are during a future pandemic, which could result in a deterioration in our ability to ensure business continuity during
this disruption.
We may make investments in asset classes or countries outside of our core investment strategy which may be perceived as complicating our strategy relative to
our peers.
We may need to expand beyond our current asset class mix to grow our portfolio. 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. Introducing new types of investment structures could increase
the complexities involved in managing such investments, including to ensure compliance with regulatory requirements and terms of the investment. Making
investments in assets classes or countries outside of our core investment strategy may also be perceived as complicating our strategy relative to our peers. Entry into
new asset classes or countries may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to
increased litigation and regulatory risk and costs.
Loss of senior executives with long-standing business relationships could materially impair our ability to operate successfully.
Our ability to operate our business and grow our portfolio depend, in large part, upon the efforts of our senior executive team. Several of our executives have
extensive experience and strong reputations in the real estate industry and have been important in setting our strategic direction, operating our business, assembling
and growing our portfolio, identifying, recruiting and training key personnel, and arranging necessary financing. In particular, relationships that these individuals
have with financial institutions and existing and prospective tenants are important to our growth and the success of our business. The loss of services of one or more
members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our
investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could
materially and adversely affect us.
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Risks Related to our Indebtedness
We have substantial indebtedness and we will have the ability to incur significant additional indebtedness and other liabilities.
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. Our high level of indebtedness may have the following important consequences to us including:
•
requiring us to dedicate a substantial portion of our cash flow to make principal and interest payments on our indebtedness, thereby reducing our cash flow
available to fund working capital, capital expenditures and other general corporate purposes;
•
requiring us to maintain certain debt coverage and other financial ratios at specified levels, thereby reducing our financial flexibility;
•
making it more difficult for us to satisfy our financial obligations, including servicing our debt obligations;
•
increasing our vulnerability to general adverse economic and industry conditions or a downturn in our business;
•
exposing us to increases in interest rates for our variable rate debt;
•
limiting, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds on favorable terms or at all to
expand our business or ease liquidity constraints;
•
limiting our ability to refinance all or a portion of our indebtedness on or before maturity on the same or more favorable terms or at all;
•
limiting our flexibility in planning for, or reacting to, changes in our business and our industry;
•
placing us at a competitive disadvantage relative to competitors that have less indebtedness, particularly in making future acquisitions;
•
limiting our ability to enter into transactions that may otherwise be in our interest, including mergers or other combinations;
•
increasing our risk of property losses as the result of foreclosure actions initiated by lenders under our secured debt obligations;
•
requiring us to dispose of one or more of our properties at disadvantageous prices in order to service our indebtedness or to raise funds to pay such
indebtedness at maturity; and
•
resulting in an event of default if we fail to pay our debt obligations when due or fail to comply with the financial and other restrictive covenants contained
in the agreements governing our debt obligations which event of default could result in all of our debt becoming immediately due and payable and could
permit certain of our lenders to foreclose on our assets securing the debt.
We may be unable to service our indebtedness.
Our ability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our future financial and operating performance,
which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control. Our business may fail to generate
sufficient cash flow from operations or future borrowings may be unavailable to us under the Revolving Credit Facility or from other sources in an amount
sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs. If we are unable to meet our debt obligations or to fund our
other liquidity needs, we will need to restructure or refinance all or a portion of our debt. We may be unable to refinance any of our debt, including the Revolving
Credit Facility or the Senior Notes, on commercially reasonable terms or at all. If we were unable to make payments or refinance our debt or obtain new financing
under these circumstances, we would have to consider other options, such as asset sales, equity issuances or negotiations with our lenders to restructure the
applicable debt. The Credit Agreement governing our Revolving Credit Facility and each of the indentures governing the Senior Notes restrict, and market or
business conditions may limit, our ability to take some or all of these actions. Any restructuring or refinancing of our indebtedness could be at higher interest rates
and may require us to comply with more onerous covenants that could further restrict our business operations. In addition, the Revolving Credit Facility and each of
the indentures governing the Senior Notes permit us to incur additional debt, including secured debt, and the amount of additional indebtedness incurred could be
substantial.
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. 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. There is no assurance that well will be able to refinance any of our indebtedness as it comes due, especially indebtedness
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secured by mortgages, on favorable terms, or at all. Increases in interest rates or changes in underwriting standards imposed by lenders may require us to use either
cash on hand or raise additional equity to repay or refinance any indebtedness or for that matter to incur new indebtedness. 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%. Increases in interest rates on our variable-rate debt or any new indebtedness we incur either as part of a refinancing or a new property
acquisition would increase our interest cost. If we need to repay existing debt during periods of rising interest rates, we may need to post additional collateral or sell
one or more of our investments in properties even though we would not otherwise choose to do so. In addition, under certain of our debt agreements, including our
mortgage loan agreements, we are required to maintain certain debt service coverage ratios for particular periods of time. In the event we do not meet these debt
service coverage ratio tests for the applicable period, we are required to make cash sweep payments with respect to such loan’s principal amount, for so long as we
are not in compliance with the applicable coverage ratio covenant. We have been making cash sweep payments, which impacts funds available to us for other uses,
with respect to certain of our debt obligations.
Our derivative financial instruments have been, and any derivative financial instruments in the future, will be subject to counterparty default risk.
We manage our interest rate risk with derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative
contracts, to hedge all or a portion of the interest rate risk associate with our variable rate borrowings. As a result, when we are party to such derivative financial
instruments, we are subject to the risk that the counterparty to one or more of these contracts defaults on its performance under the contract. During an economic
downturn, the counterparty's financial condition may deteriorate rapidly and with little notice and we may be unable to take action to protect our exposure. In the
event of a counterparty default, we could incur losses, which may harm our business and financial condition. In the event that one or more of our counterparties
becomes insolvent or files for bankruptcy, our ability to eventually recover any losses suffered as a result of that counterparty's default may be limited by the
liquidity of the counterparty.
Changes in the debt markets could have a material adverse impact on our earnings and financial condition.
The domestic and international commercial real estate debt markets are subject to volatility, resulting in, from time to time, the tightening of underwriting
standards by lenders and credit rating agencies and reductions in the availability of financing. Beginning in early 2022, in response to significant and prolonged
increases in inflation, the U.S. Federal Reserve Board raised interest rates eleven times during 2022 and 2023 and then paused rate increases in the fourth quarter of
2023 following the deceleration of inflationary growth. During that same period the European Central Bank and the Bank of England similarly raised interest rates
and implemented fiscal policy interventions responsive to high levels of inflation and recession fears. The Federal Reserve Board cut interest rates in September
2024 and December 2024, and it may seek to further reduce interest rates, increase interest rates or maintain current interest rates. 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. If our overall cost of borrowings increases, either due to increases in the index rates or due to increases in lender
spreads, we will need to factor such increases into pricing and projected returns for any future acquisitions. This may result in future acquisitions generating lower
overall economic returns. Volatility in the debt markets may negatively impact our ability to borrow monies to finance the purchase of, or other activities related to,
our real estate assets.
If we are unable to borrow monies on terms and conditions that we find acceptable, our ability to purchase properties or, meet other capital requirements may be
limited, and the return on the properties we own may be lower. In addition, we may find it difficult, costly or impossible to refinance maturing indebtedness.
Furthermore, the state of the debt markets could have an impact on the overall amount of capital being invested in real estate, which may result in price or value
decreases of real estate assets which could negatively impact the value of our assets, and the price of assets which we sell.
Covenants in our debt agreements restrict our activities and could adversely affect our business.
Our debt agreements, including each of the indentures governing the Senior Notes and the Credit Agreement governing the Revolving Credit Facility, contain
various covenants that limit our ability and the ability of our subsidiaries to engage in various transactions including, as applicable:
•
incurring or guaranteeing additional secured and unsecured debt;
•
creating liens on our assets;
•
making investments or other restricted payments (including, without limitation, share repurchases);
•
entering into transactions with affiliates;
•
creating restrictions on the ability of our subsidiaries to pay dividends or other amounts to us;
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•
selling assets;
•
making optional prepayments of indebtedness during a payment default or an event of default under the Revolving Credit Facility;
•
effecting a consolidation or merger or selling all or substantially all of our assets; and
•
amending certain material agreements, including material leases and debt agreements.
These covenants limit our operating flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or
competing effectively. In addition, the Revolving Credit Facility requires us to comply with financial maintenance covenants, consisting of a maximum debt to asset
value ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum debt service coverage ratio, a maximum secured debt to
asset value ratio, a maximum secured recourse debt to asset value ratio, and a minimum consolidated tangible net worth test. We also are required to maintain total
unencumbered assets of at least 150% of our unsecured indebtedness under each of the indentures governing the Senior Notes. Our ability to meet these
requirements may be affected by events beyond our control, and we may not meet these requirements. We may be unable to maintain compliance with these
covenants and, if we fail to do so, we may be unable to obtain waivers from the lenders or indenture trustee, as applicable, or amend the covenants.
A breach of any of the covenants or other provisions in our debt agreements could result in an event of default, which if not cured or waived, could result in
such debt becoming due and payable, either automatically or after an election to accelerate by the required percentage of the holders of the indebtedness or by an
agent for the holders of the indebtedness. This, in turn, could cause our other debt, including the Senior Notes and the Revolving Credit Facility, to become due and
payable as a result of cross-default or cross-acceleration provisions contained in the agreements governing the other debt and permit certain of our lenders to
foreclose on our assets, if any, that secure this debt. In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not
have the funds to repay, or the ability to refinance our debt.
We may not have the funds necessary to finance the repurchase of the Senior Notes in connection with a change of control offer required by the indentures
governing each series of notes.
Upon the occurrence of a “Change of Control Triggering Event” defined in each of the indentures governing the Senior Notes, we are required to make an offer
to repurchase all outstanding Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest on each series of notes, if any, but not
including, the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time we are required to
make this offer. In addition, restrictions under future debt we may incur, may not allow us to repurchase the Senior Notes upon a Change of Control Triggering
Event, and we expect that a change in control will result in an event of default under the Revolving Credit Facility, which could result in such debt becoming
immediately due and payable and the commitments thereunder terminated. If we could not refinance such senior debt or otherwise obtain a waiver from the holders
of such debt, we would be prohibited from repurchasing the Senior Notes, which would constitute an event of default under the applicable indentures governing
either series of Senior Notes, which in turn would constitute a default under our Revolving Credit Facility. In addition, certain important corporate events, such as
leveraged recapitalization that would increase the level of our indebtedness, would not constitute a “Change of Control” under the either of the indentures
governing the Senior Notes although these types of transactions could affect our capital structure or credit ratings and the holders of the Senior Notes. Further,
courts interpreting change of control provisions under New York law (which is the governing law of each of the indentures governing the Senior Notes) have not
provided clear and consistent meanings of change of control provisions which leads to subjective judicial interpretation of what may constitute a “Change of
Control.” The “Change of Control Triggering Event” may impact the willingness of a third party to seek or engage in a “Change of Control” transaction with us.
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.
Any rating assigned to debt securities that we or either of our OP’s issue could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s
judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any lowering of the ratings likely would make it more
difficult or more expensive for us to obtain additional debt financing.
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Risks Related to Our Corporate Structure, Common Stock and Preferred Stock
The trading prices of our Common Stock and Preferred Stock may fluctuate significantly.
The trading prices of shares of our Common Stock and Preferred Stock may be volatile and subject to significant price and volume fluctuation in response to
market and other factors, many of which are outside our control. 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.
Moreover, although shares of the Preferred Stock are listed on the New York Stock Exchange (“NYSE”), there can be no assurance that the trading volume for
these shares will provide sufficient liquidity for holders to sell their shares at the time of their choosing or that the trading price for shares will equal or exceed the
price paid for the shares. Because the shares of our preferred stock have a fixed dividend rate, their respective trading prices in the secondary market will be
influenced by changes in interest rates and will tend to move inversely to changes in interest rates. In particular, an increase in market interest rates may result in
higher yields on other financial instruments and may lead purchasers of our preferred stock to demand a higher yield on their investment, which could adversely
affect the market price of shares of those securities. An increase in interest rates available to investors could also make an investment in our Common Stock less
attractive if we are not able to increase our dividend rate, which could reduce the value of our Common Stock.
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 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. 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. 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. Therefore, in the event of our bankruptcy, liquidation
or reorganization, our assets and those of our OPs and their
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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.
We may issue additional equity securities in the future thereby diluting the holdings of existing stockholders.
Holders of our Common Stock do not have preemptive rights to any shares issued by us in the future. 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. Each series of Preferred Stock ranks on parity with each other with
respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding-up. Subject to the approval rights of holders of our
Preferred Stock regarding authorization or issuance of equity securities ranking senior to the Preferred Stock, our Board, without approval of our common
stockholders, may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock, or the number of authorized
shares of any class or series of stock, or may classify or reclassify any unissued shares into the classes or series of stock without obtaining stockholder approval and
establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or
conditions of redemption of the stock.
All of our authorized but unissued shares of stock may be issued in the discretion of our Board. The issuance of additional shares of our Common Stock could
dilute the interests of the holders of our Common Stock, and any issuance of shares of preferred stock senior to our Common Stock, such as our issued and
outstanding Preferred Stock, or any incurrence of additional indebtedness, could affect our ability to pay dividends on our Common Stock. The issuance of
additional shares of preferred stock ranking equal or senior to our issued and outstanding Preferred Stock, including preferred stock convertible into shares of our
Common Stock, could dilute the interests of the holders of Common Stock, Preferred Stock, and any issuance of shares of preferred stock senior to our issued and
outstanding Preferred Stock or incurrence of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our
Preferred Stock. These issuances could also adversely affect the trading price of our Common Stock and Preferred Stock.
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 also issue OP Units to sellers of properties we acquire. OP Units may be redeemed on a one for one basis for,
at our election, a share of Common Stock or the cash equivalent thereof.
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 we will repurchase our Common Stock pursuant to our share repurchase program or that our share repurchase program will
enhance long-term stockholder value. Share repurchases could also increase the volatility of the price of our Common Stock and could diminish our cash
reserves.
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. Under the program, which does not have a stated
expiration date, we may repurchase shares of our Common Stock from time to time through open market purchases, block trades, privately negotiated transactions,
accelerated share repurchase transactions and/or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
Although the Board has authorized the share repurchase program, the share repurchase program does not obligate us to repurchase any specific dollar amount
or to acquire any specific number of shares. 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. For example, the Inflation Reduction Act imposes a
one percent tax on stock repurchases, subject to certain adjustments, by publicly traded U.S. companies, including us, and may impact our decision to engage in
share repurchases. Also, our ability to repurchase shares of stock may be limited by restrictive covenants in our debt agreements. The repurchase program may be
limited, suspended or discontinued at any time without prior notice. In addition, repurchases of our Common Stock pursuant to our share repurchase program could
affect our stock price and increase its volatility. The existence of a share repurchase program could cause our stock price to be higher than it would be in the
absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase program could diminish our cash
reserves, which may impact our ability to finance future growth, to continue to pay a dividend and to pursue possible future strategic opportunities and acquisitions.
There can be no assurance that any share repurchases will enhance stockholder value because the market price of our Common Stock may decline below the levels
at which we repurchased shares of stock. Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it
will do so and short-term stock price fluctuations could reduce the program’s effectiveness.
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The terms of our Preferred Stock, and the terms other preferred stock we may issue, may discourage a third party from acquiring us in a manner that might
result in a premium price to our stockholders.
The change of control conversion and redemption features of our Preferred Stock may make it more difficult for a party to acquire us or discourage a party
from seeking to acquire us. Upon the occurrence of a change of control, holders of Preferred Stock will, under certain circumstances, have the right to convert some
of or all their shares of Preferred Stock into shares of our Common Stock (or equivalent value of alternative consideration) and under these circumstances we will
also have a special optional redemption right to redeem shares of Preferred Stock. These features of our Preferred Stock may have the effect of discouraging a third
party from seeking to acquire us or of delaying, deferring or preventing a change of control under circumstances that otherwise could provide the holders of our
Common Stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests. We
may also issue other classes or series of preferred stock that could also have the same effect.
Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may discourage a third party from acquiring
us in a manner that might result in a premium price to our stockholders.
Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are
prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include, but
are not limited, to a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity
securities. An interested stockholder is defined as:
•
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
•
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or
indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation.
A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he or she otherwise would
have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or
after the time of approval, with any terms and conditions determined by the board of directors.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by
the board of directors of the corporation and approved by the affirmative vote of at least:
•
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
•
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or
with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for
their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The business combination
statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the
interested stockholder becomes an interested stockholder. The business combination statute may discourage others from trying to acquire control of us and increase
the difficulty of consummating any offer.
Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated
by our stockholders.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court
does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, is the sole and exclusive forum for (a) any derivative
action or proceeding brought on our behalf, other than actions arising under federal securities laws; (b) any Internal Corporate Claim, as such term is defined in the
Maryland General Corporation Law (the “MGCL”), or any successor provision thereof, including, without limitation, (i) any action asserting a claim of breach of
any duty owed by any of our directors, officers or other employees to us or to our stockholders or (ii) any action asserting a claim against us or any of our directors,
officers or other employees arising pursuant to any provision of the MGCL, our charter or our bylaws; or (c) any other action asserting a claim against us or any of
our directors, officers or other employees that is governed by the internal affairs doctrine. Our bylaws also provide that unless we consent in writing, none of the
foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland and the federal district courts are, to the fullest extent
permitted by law, the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. These choice of forum
provisions may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable. Alternatively, if a court were
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to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur
additional costs associated with resolving these matters in other jurisdictions.
Maryland law limits the ability of a third-party to buy a large stake in us and exercise voting power in electing directors, which may discourage a third party
from acquiring us in a manner that might result in a premium price to our stockholders.
The Maryland Control Share Acquisition Act provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have
no voting rights except to the extent approved by the stockholders by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter, excluding
all shares of stock owned by the acquirer, by officers or by employees who are directors of the corporation. “Control shares” are voting shares of stock which, if
aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer can exercise or direct the exercise of voting power (except solely
by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within specified ranges of voting power. Control shares do
not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the
corporation. A “control share acquisition” means the acquisition of issued and outstanding control shares. The control share acquisition statute does not apply (a) to
shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the
charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions of our
stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future.
We indemnify our officers and directors against claims or liability they may become subject to due to their service to us, and our rights and the rights of our
stockholders to recover claims against our officers and directors are limited.
Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably
believes to be in the corporation’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In
addition, subject to certain limitations set forth therein or under Maryland law, our charter provides that no director or officer will be liable to us or our stockholders
for monetary damages and permits us to indemnify our directors and officers from liability and advance certain expenses to them in connection with claims or
liability they may become subject to due to their service to us. We have entered into indemnification agreements consistent with Maryland law and our charter with
our directors and officers and certain former directors and officers. We and our stockholders may have more limited rights against our directors, officers, employees
and agents, than might otherwise exist under common law, which could reduce the recovery of our stockholders and our recovery against them. In addition, we may
be obligated to fund the defense costs incurred by our directors, officers, employees and agents in some cases.
Material weaknesses in or a failure to maintain an effective system of internal control over financial reporting or disclosure controls could prevent us from
accurately and timely reporting our financial results, which could materially and adversely affect us.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports, effectively prevent fraud and operate successfully
as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We are required to
perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered
public accounting firm to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
Designing and implementing an effective system of internal control over financial reporting and disclosure controls and procedures is a continuous effort that
requires significant resources, including the expenditure of a significant amount of time by senior members of our management team.
In connection with our ongoing monitoring of our internal control over financial reporting or audits of our financial statements, we or our auditors may identify
deficiencies in our internal control over financial reporting that may be significant or rise to the level of material weaknesses. Any failure to maintain effective
internal control over financial reporting or disclosure controls and procedures or to timely effect any necessary improvements to such controls, could harm our
operating results or cause us to fail to meet our reporting obligations (which could affect the listing of our securities on the NYSE). Additionally, ineffective internal
control over financial reporting or disclosure controls and procedures could also adversely affect our ability to prevent or detect fraud, harm our reputation and
cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our securities.
We may become subject to litigation, which could materially and adversely affect us.
In the future we may become subject to litigation, including, but not limited to, claims relating to our operations, past and future securities offerings, corporate
transactions, and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments
against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves. However, we cannot be certain of the ultimate
outcome of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or
settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could
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adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Certain litigation or the resolution of certain litigation may affect the
availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and
materially and adversely impact our ability to attract directors and officers.
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U.S. Federal Income Tax Risks
Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax.
We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2013 and intend to operate in a manner that will allow us to continue
to qualify as a REIT for U.S. federal income tax purposes. However, we may terminate our REIT qualification inadvertently, or if our Board determines that doing
so is in our best interests. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership
and other requirements on a continuing basis. We have structured and intend to continue structuring our activities in a manner designed to satisfy all the
requirements to qualify as a REIT. However, the REIT qualification requirements are extremely complex and interpretation of the U.S. federal income tax laws
governing qualification as a REIT is limited. Furthermore, any opinion of our counsel, including tax counsel, as to our eligibility to remain qualified as a REIT is
not binding on the Internal Revenue Service (the “IRS”) and is not a guarantee that we will continue to qualify as a REIT. Accordingly, we cannot be certain that we
will be successful in operating so that we can remain qualified as a REIT. Our ability to satisfy the asset tests depends on our analysis of the characterization and
fair market values of our assets, some of which are not susceptible to a precise determination, and for which we may not obtain independent appraisals. Our
compliance with the REIT income or quarterly asset requirements also depends on our ability to successfully manage the composition of our income and assets on
an ongoing basis. Accordingly, if certain of our operations were to be recharacterized by the IRS, such recharacterization would jeopardize our ability to satisfy all
requirements for qualification as a REIT. Furthermore, future legislative, judicial or administrative changes to the U.S. federal income tax laws could be applied
retroactively, which could result in our disqualification as a REIT.
If we fail to continue to qualify as a REIT for any taxable year, and we do not qualify for certain statutory relief provisions, we will be subject to U.S. federal
income tax on our taxable income at the corporate rate. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years
following the year in which we lose our REIT qualification. Losing our REIT qualification would reduce our net earnings available for investment or distribution to
stockholders because of the additional tax liability. In addition, amounts paid to stockholders that are treated as dividends for U.S. federal income tax purposes
would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions. If we lose our REIT qualification, we might be
required to borrow funds or liquidate some investments in order to pay the applicable taxes.
Even as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution
to our stockholders.
Even as a REIT, we may be subject to U.S. federal, state and local income taxes. For example, net income from the sale of properties that are “dealer”
properties sold by a REIT and that do not meet a safe harbor available under the Code (a “prohibited transaction” under the Code) will be subject to a 100% tax. We
may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose our REIT status
because such failure was due to reasonable cause and not willful neglect), we would be subject to tax on the income that does not meet the income test
requirements. We also may decide to retain net capital gains we earn from the sale or other disposition of our property and pay U.S. federal income tax directly on
such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-
exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax
returns and seek a refund of such tax. We also will be subject to corporate tax on any undistributed REIT taxable income. We also may be subject to state and local
taxes on our income or property, including franchise, payroll and transfer taxes, either directly or at the level of the OP or at the level of the other companies
through which we indirectly own our assets, such as any taxable REIT subsidiaries (“TRSs”), which are subject to full U.S. federal, state, local and foreign
corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash flow.
To qualify as a REIT, we must meet annual distribution requirements, which may force us to forgo otherwise attractive opportunities or borrow funds during
unfavorable market conditions. This could delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return.
In order to qualify as a REIT, we must distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as
calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. We will be subject to U.S.
federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we
make with respect to any calendar year are less than the sum of (a) 85% of our ordinary income, (b) 95% of our capital gain net income and (c) 100% of our
undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on investments in real estate assets
and it is possible that we might be required to borrow funds, possibly at unfavorable rates, or sell assets to fund these distributions. Although we intend to make
distributions sufficient to meet the annual distribution requirements and to avoid U.S. federal income and excise taxes on our earnings while we qualify as a REIT,
it is possible that we might not always be able to do so.
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Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.
We will use commercially reasonable efforts to structure any sale-leaseback transaction we enter into so that the lease will be characterized as a “true lease” for
U.S. federal income tax purposes, thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, the IRS may
challenge this characterization. In the event that any sale-leaseback transaction is challenged and recharacterized as a financing transaction or loan for U.S. federal
income tax purposes, deductions for depreciation and cost recovery relating to the property would be disallowed. If a sale-leaseback transaction were so
recharacterized, we might fail to continue to satisfy the REIT qualification “asset tests” or “income tests” and, consequently, lose our REIT status effective with the
year of recharacterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution
requirement for a taxable year.
Certain of our business activities are potentially subject to the prohibited transaction tax.
For so long as we qualify as a REIT, our ability to dispose of property during the first few years following acquisition may be restricted to a substantial extent
as a result of our REIT qualification. Under applicable provisions of the Code regarding prohibited transactions by REITs, while we qualify as a REIT and provided
we do not meet a safe harbor available under the Code, we will be subject to a 100% penalty tax on the net income from the sale or other disposition of any property
(other than foreclosure property) that we own, directly or indirectly through any subsidiary entity, including the OP, but generally excluding TRSs, that is deemed to
be inventory or property held primarily for sale to customers in the ordinary course of a trade or business. Whether property is inventory or otherwise held primarily
for sale to customers in the ordinary course of a trade or business depends on the particular facts and circumstances surrounding each property. We intend to avoid
the 100% prohibited transaction tax by (a) conducting activities that may otherwise be considered prohibited transactions through a TRS (but such TRS will incur
corporate rate income taxes with respect to any income or gain recognized by it), (b) conducting our operations in such a manner so that no sale or other disposition
of an asset we own, directly or indirectly through any subsidiary, will be treated as a prohibited transaction, and (c) structuring certain dispositions of our properties
to comply with the requirements of the prohibited transaction safe harbor available under the Code for properties that, among other requirements, have been held
for at least two years. Despite our present intention, no assurance can be given that any particular property we own, directly or through any subsidiary entity,
including the OP, but generally excluding TRSs, will not be treated as inventory or property held primarily for sale to customers in the ordinary course of a trade or
business.
TRSs are subject to corporate-level taxes and our dealings with TRSs may be subject to a 100% excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. 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 TRS may hold assets and earn income that would not
be qualifying assets or income if held or earned directly by a REIT, including gross income from operations pursuant to management contracts. Accordingly, we
may use one or more TRSs generally to hold properties for sale in the ordinary course of a trade or business or to hold assets or conduct activities that we cannot
conduct directly as a REIT. A TRS is subject to applicable U.S. federal, state, local, and foreign income tax on its taxable income, as well as limitations on the
deductibility of its interest expenses. In addition, the Code imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not
conducted on an arm’s-length basis.
If the OP failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT.
If the IRS were to successfully challenge the status of the OP as a partnership or disregarded entity for U.S. federal income tax purposes, the OP would be
taxable as a corporation. In such event this would reduce the amount of distributions that the OP could make to us. This also would result in our failing to qualify as
a REIT, and we would become subject to a corporate-level tax on our income. This substantially would reduce our cash available to pay dividends and other
distributions to our stockholders. In addition, if any of the partnerships or limited liability companies through which the OP owns its properties, in whole or in part,
loses its characterization as a partnership and is otherwise not disregarded for U.S. federal income tax purposes, the partnership or limited liability company would
be subject to taxation as a corporation, thereby reducing distributions to the OP. Such a recharacterization of an underlying property owner could also threaten our
ability to maintain our REIT qualification.
We may choose to make distributions in a combination of cash and shares of our Common Stock, in which case our stockholders may be required to pay U.S.
federal income taxes in excess of the cash portion of such distributions they receive.
In connection with our qualification as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income (which does
not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In
order to satisfy this requirement, as much as 80% of the aggregate distribution may consist of shares of our Common Stock. Taxable stockholders receiving such
distributions will be required to include the full amount of such distributions (including the fair market value of any shares of Common
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Stock received) as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes.
As a result, U.S. stockholders may be required to pay U.S. federal income taxes with respect to such distributions in excess of the cash portion of the distribution
received.
Accordingly, U.S. stockholders receiving a distribution of a combination of cash and shares of our Common Stock may be required to sell shares received in
such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such
distribution. If a U.S. stockholder sells the shares it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount
included in income with respect to the distribution, depending on the market price of the shares at the time of the sale. Furthermore, with respect to certain non-U.S.
stockholders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in
stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax
imposed. In addition, if a significant number of our stockholders determine to sell shares of our Common Stock in order to pay taxes owed on dividend income,
such sale may put downward pressure on the market price of our Common Stock.
The taxation of distributions can be complex; however, distributions to stockholders that are treated as dividends for U.S. federal income tax purposes generally
will be taxable as ordinary income, which may reduce our stockholders’ after-tax anticipated return from an investment in us.
Amounts that we pay to our taxable stockholders out of current and accumulated earnings and profits (and not designated as capital gain dividends or qualified
dividend income) generally will be treated as dividends for U.S. federal income tax purposes and will be taxable as ordinary income. 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.
However, a portion of the amounts that we pay to our stockholders generally may (1) be designated by us as capital gain dividends taxable as long-term capital
gain to the extent that such portion is attributable to net capital gain recognized by us, (2) be designated by us as qualified dividend income, taxable at capital gains
rates, to the extent they are attributable to dividends we receive from TRSs, or (3) constitute a return of capital to the extent that such portion exceeds our
accumulated earnings and profits as determined for U.S. federal income tax purposes. With respect to qualified dividend income, the current maximum U.S. federal
tax rate applicable to noncorporate stockholders is 23.8%, 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, 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). Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable
to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive
than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including shares of our
stock. Tax rates could be changed in future legislation. A return of capital is not taxable, but has the effect of reducing the tax basis of a stockholder’s investment in
shares of our stock. Amounts paid to our stockholders that exceed our current and accumulated earnings and profits and a stockholder’s tax basis in shares of our
stock generally will be taxable as capital gain.
Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage the risk of
interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or in certain cases
to hedge previously acquired hedges entered into to manage risks associated with property that has been disposed of or liabilities that have been extinguished, if
properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that
we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of both of the
gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This
could increase the cost of our hedging activities because the TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest
rates than we would otherwise want to bear. In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future
taxable income of the TRS.
Complying with REIT requirements may force us to forgo or liquidate otherwise attractive investment opportunities.
To maintain our qualification as a REIT, we must ensure that we meet the REIT gross income tests annually and that at the end of each calendar quarter, at least
75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain
kinds of mortgage-related securities. 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
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total value of the outstanding securities of any one issuer, or 5% of the value of our assets as to any one issuer. 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. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within
30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax
consequences. As a result, we may be required to liquidate assets from our portfolio or not make otherwise attractive investments in order to maintain our
qualification as a REIT.
The ability of our Board to revoke our REIT qualification without stockholder approval may subject us to U.S. federal income tax and reduce distributions to
our stockholders.
Our charter provides that our Board may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no
longer in our best interests to continue to qualify as a REIT. While we intend to maintain our qualification as a REIT, we may terminate our REIT election if we
determine that qualifying as a REIT is no longer in our best interests. If we cease to be a REIT, we would become subject to corporate-level U.S. federal income tax
on our taxable income (as well as any applicable state and local corporate tax) and would no longer be required to distribute most of our taxable income to our
stockholders, which may have adverse consequences on our total return to our stockholders and on the market price of shares of our stock.
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market
price of shares of our stock.
Changes to the tax laws may occur, and any such changes could have an adverse effect on an investment in shares of our stock or on the market value or the
resale potential of our assets. Our stockholders are urged to consult with an independent tax advisor with respect to the status of legislative, regulatory or
administrative developments and proposals and their potential effect on an investment in shares of our stock.
Although REITs generally receive better tax treatment than entities taxed as non-REIT “C corporations,” it is possible that future legislation would result in a
REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income
tax purposes as a non-REIT “C corporation”. As a result, our charter provides our Board with the power, under certain circumstances, to revoke or otherwise
terminate our REIT election and cause us to be taxed as a non-REIT “C corporation”, without the vote of our stockholders. 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.
In order to qualify as a REIT, five or fewer individuals, as defined in the Code, may not own, actually or constructively, more than 50% in value of the issued
and outstanding shares of our stock at any time during the last half of each taxable year, other than the first year for which a REIT election is made. Attribution rules
in the Code determine if any individual or entity actually or constructively owns shares of our stock under this requirement. Additionally, at least 100 persons must
beneficially own shares of our stock during at least 335 days of a taxable year for each taxable year, other than the first year for which a REIT election is made. To
help ensure that we meet these tests, among other purposes, our charter restricts the acquisition and ownership of shares of our stock.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT while
we so qualify. 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. 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. These restrictions on transferability and ownership will not apply, however, if our
Board determines that it is no longer in our best interests to continue to qualify as a REIT or that compliance with the restrictions is no longer required in order for
us to continue to so qualify as a REIT.
These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for shares of our stock or otherwise be in
the best interests of the stockholders.
Non-U.S. stockholders will be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax on dividends and other distributions
received from us and upon the disposition of shares of our stock.
Subject to certain exceptions, amounts paid to non-U.S. stockholders will be treated as dividends for U.S. federal income tax purposes to the extent of our
current or accumulated earnings and profits. Such dividends ordinarily will be subject to U.S. withholding tax at a 30% rate, or such lower rate as may be specified
by an applicable income tax treaty, unless the dividends are treated as “effectively connected” with the conduct by the non-U.S. stockholder of a U.S. trade or
business. Capital gain
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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. However, a capital gain distribution will not be treated as effectively connected income if (a) the
distribution is received with respect to a class of stock that is regularly traded on an established securities market located in the U.S. and (b) the non-U.S.
stockholder does not own more than 10% of any class of our stock at any time during the one-year period ending on the date the distribution is received.
Gain recognized by a non-U.S. stockholder upon the sale or exchange of shares of our stock generally will not be subject to U.S. federal income taxation unless
such stock constitutes a USRPI. Shares of our stock will not constitute a USRPI so long as we are a “domestically-controlled qualified investment entity.” A
domestically-controlled qualified investment entity includes a REIT if at all times during a specified testing period, less than 50% in value of such REIT’s stock is
held directly or indirectly by non-U.S. stockholders. In order to determine indirect ownership, Treasury regulations apply a modified look-through rule to certain
U.S. corporate shareholders in determining whether a REIT is domestically controlled. We believe, but there can be no assurance, that we are and will continue to
be a domestically-controlled qualified investment entity.
Even if we do not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges shares of our stock,
gain arising from such a sale or exchange would not be subject to U.S. taxation as a sale of a USRPI if (a) the shares are of a class of our stock that is “regularly
traded,” as defined by applicable Treasury regulations, on an established securities market, and (b) such non-U.S. stockholder owned, actually and constructively,
10% or less of the outstanding shares of our stock of that class at any time during the five-year period ending on the date of the sale.
Potential characterization of dividends and other distributions or gain on sale may be treated as unrelated business taxable income to tax-exempt investors.
If (a) we are a “pension-held REIT,” (b) a tax-exempt stockholder has incurred (or is deemed to have incurred) debt to purchase or hold shares of our stock, or
(c) a holder of shares of our stock is a certain type of tax-exempt stockholder, dividends on, and gains recognized on the sale of, shares of our stock by such tax-
exempt stockholder may be subject to U.S. federal income tax as unrelated business taxable income under the Code.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical
systems and information. We design and assess our program based on industry practices and accepted frameworks (e.g. the NIST framework).
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting
channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk
areas.
Our cybersecurity risk management program includes:
•
risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise
IT environment;
•
our IT team, in coordination with senior management, is principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our
security controls, and (3) our response to cybersecurity incidents;
•
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls and designed to anticipate
cyber-attacks and prevent breaches;
•
cybersecurity awareness training of our employees, incident response personnel, and senior management;
•
a risk management process for third parties, including, but not limited to service providers, suppliers, and vendors.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are
reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
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Cybersecurity Governance
Our Board considers cybersecurity risk and other information technology risks as part of its risk oversight function. Our Audit Committee reviews policies with
respect to major risk assessment and risk management and reviews with management the steps taken to monitor and control such exposures. As part of this function,
our Audit Committee oversees management’s implementation of our cybersecurity risk management program, including reviewing risk assessments from
management with respect to our information technology systems and procedures, and overseeing our cybersecurity risk management processes.
The Audit Committee receives periodic reports from management on our cybersecurity risks. In addition, management will update the Audit Committee, as
necessary and appropriate, regarding cybersecurity incidents that we may experience.
The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The Audit Committee receives briefings from
management on our cyber risk management program and receive presentations on cybersecurity topics from management, our internal auditors IT personnel or
external experts as part of the Board’s continuing education on topics that impact public companies.
Our management team is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our
overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may
include briefings from IT personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants
engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
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Item 2. Properties.
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) 
(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 
_____________
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.
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 
(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
_________
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.
(1)
(1)
(1)
(1)
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The following table details the tenant industry distribution of our portfolio as of December 31, 2024:
Industry
Annualized Straight-
Line Rent
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 
378,152 
57 %
34,211 
59 %
Total
$
656,476 
100 %
$
58,671 
100 %
________
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. 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.
Other includes 81 industry types as of December 31, 2024.
 (1)
(2)
(1) 
(2) 
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The following table details the geographic distribution of our portfolio as of December 31, 2024:
Region
Number of Properties
Annualized Straight-Line Rent
(in thousands)
Annualized Straight-Line Rent as a Percentage
of the Total Portfolio 
Square Feet (in thousands) 
Square Feet as a Percentage of the
Total Portfolio 
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  %
 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. 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.
Totals may not foot due to rounding.
(1) 
(2)
(2)
(2)
(1)
(2) 
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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.
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 
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 %
________
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.
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.
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.
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.
Not applicable.
(1)
(1)
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Table of Contents
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Common Stock is traded on the NYSE under the symbol “GNL.” Set forth below is a line graph comparing the cumulative total stockholder return on our
Common Stock, based on the market price of our Common Stock, with the FTSE National Association of Real Estate Investment Trusts Equity Index (“NAREIT”),
Modern Index Strategy Indexes (“MSCI”), and the New York Stock Exchange Index (“NYSE Index”). 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 performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate this information by reference,
and shall not otherwise be deemed filed under such acts.
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. As a REIT, we are required, among other things, to distribute
annually at least 90% of our REIT taxable income to our stockholders. Our ability to pay dividends in the future is dependent on our ability to operate profitably
and to generate cash flows from our operations. 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 Facility 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.
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. 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. 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, 2022, 100.0%, or $1.60 per share per annum, represented a return of capital.
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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. 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 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 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 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. 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.
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.
On 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. 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.
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.
Dividends to Series A Preferred Stockholders
Dividends on our Series A Preferred Stock accrue in an amount equal to $0.453125 per share per quarter to holders of Series A Preferred Stock, which is
equivalent to 7.25% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Dividends on the Series A Preferred Stock are payable
quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of
record on the close of business on the record date set by our Board, which must be not more than 30 nor fewer than 10 days prior to the applicable payment date.
Dividends to Series B Preferred Stockholders
Dividends on our Series B Preferred Stock accrue in an amount equal to $0.4296875 per share per quarter to holders of Series B Preferred Stock, which is
equivalent to 6.875% of the $25.00 liquidation preference per share of Series B Preferred Stock per annum. Dividends on the Series B Preferred Stock are payable
quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of
record at the close of business on the record date set by our Board.
Dividends to Series D Preferred Stockholders
Dividends on our Series D Preferred Stock accrue in an amount equal to $0.46875 per share per quarter to Series D Preferred Stockholders, which is equivalent
to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series D 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.
Dividends to Series E Preferred Stockholders
Dividends on our Series E Preferred Stock accrue in an amount equal to $0.4609375 per share per quarter to Series E Preferred Stockholders, which is
equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. 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.
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Table of Contents
Item 6. [Reserved]
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Table of Contents
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the accompanying financial statements. The following information contains forward-
looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially
from those expressed or implied by the forward-looking statements. Please see “Forward-Looking Statements” elsewhere in this report for a description of these
risks and uncertainties.
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. 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 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. Until September 12, 2023, we were managed by the former Advisor, who managed our day-to-day business with the assistance of the Property
Manager, who managed and leased our properties to third parties. Prior to September 12, 2023, the former Advisor and the Property Manager were under common
control with AR Global, and these related parties had historically received compensation and fees for various services provided to us. On September 12, 2023, we
internalized our advisory and property management functions as well as the advisory and property management functions of RTL. 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 Note 12 — Related Party Transactions to our consolidated financial statements included in this Annual Report on Form 10-K.
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. 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. 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. The straight-line rent includes amounts for tenant concessions.
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. For our purposes, “Investment Grade” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment
grade. Implied investment grade may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the
tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s Analytics tool, which generates an implied
rating by measuring an entity’s probability of default. 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.
Pending Transactions
RCG Multi-Tenant Retail Disposition
On February 25, 2025, we entered into a Purchase and Sale Agreement (“RCG PSA”) with RCG to sell a real estate portfolio comprised of 100 multi-tenant
retail centers, representing substantially all of our Multi-Tenant Retail segment, located in 28 states for a base purchase price of approximately $1.78 billion, subject
to customary purchase price adjustments (the “RCG Multi-Tenant Retail Disposition”). Additionally, the RCG PSA provides for adjustments in connection with
certain pre- and post-closing leasing activities. The closing pursuant to RCG PSA is subject to a number of customary conditions, including, but not limited to, (i)
the accuracy of the representations and warranties made in the RCG PSA, (ii) the compliance by the parties with their respective covenants), and (iii) with respect
to 41 of the multi-tenant retail centers, the consent of certain of our existing lenders for RCG to assume the following debt secured by such properties: (a)
approximately $210.0 million secured from Société Générale and UBS AG, and (b) approximately $260.0 million secured from Barclays Capital Real Estate Inc.,
Société Générale, KeyBank and Bank of Montreal. The closing of the disposition of the other 59 facilities is not contingent upon assumption of such debt and the
closing is not otherwise subject to any financing contingency. We received a $25.0 million non-refundable deposit from RCG in connection with entering into RCG
PSA. The RCG Multi-Tenant Retail Disposition is expected to close in three phases: the unencumbered portfolio is scheduled to close by March 31, 2025, while the
encumbered portfolio is scheduled to close in two stages during the second quarter of 2025, pending approval of the respective loan assumptions. There can be no
assurances that the RCG Multi-Tenant Retail Disposition will be consummated on the contemplated terms, if at all.
42

Significant Accounting Estimates and Accounting Policies
Set forth below is a summary of the significant accounting estimates and accounting policies that management believes are important to the preparation of our
financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations, and
require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. 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. As of December 31, 2024, these leases had a weighted-average remaining lease term of 6.2
years. 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.
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. 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. We defer the revenue
related to lease payments received from tenants in advance of their due dates. When we acquire a property, the acquisition date is considered to be the
commencement date for purposes of this calculation for all leases in place at the time of acquisition. 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). However, some limited property operating expenses that are not the responsibility
of the tenant are absorbed by us. In our Multi-Tenant Retail segment, we own, manage and leases multi-tenant properties where we generally pay for the property
operating expenses for those properties and most of our tenants are required to pay their pro rata share of property operating expenses. Under ASC 842, we elected
to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840,
we reflected them on a net basis.
We continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment
history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the
property is located. 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. Partial reserves, or the ability to assume partial recovery are not permitted. If we determine that it is probable that we will collect virtually
all of the lease payments (rent and contractually reimbursable property operating expenses), the lease will continue to be accounted for on an accrual basis (i.e.
straight-line). However, if we determine it is not probable that we will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and
a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries
from tenants are included in Revenue from tenants on the accompanying consolidated statements of operations in the period the related costs are incurred, as
applicable.
In accordance with lease accounting rules, we record uncollectible amounts as reductions in revenue form tenants. 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. Costs of repairs
and maintenance are expensed as incurred.
At the time an asset is acquired, we evaluate the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or
asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of
operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life
of the acquired assets. 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. No properties were presented as discontinued operations as of December 31,
2024 and 2023. Properties that are intended to be sold are designated as “held for sale” on our consolidated balance sheets at the lesser of carrying amount or fair
value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. 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 had two
properties classified as held for sale as of December 31, 2023.
Purchase Price Allocation
In both a business combination and an asset acquisition, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or
liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as- if
vacant basis. Intangible assets may include the value of in-place leases, and above- and below- market leases and other identifiable assets or liabilities based on
lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a
business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or
discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. In a business
combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase
gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets
acquired is allocated to the non-current assets. 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.
For acquired properties with leases classified as operating leases, we allocate the purchase price of acquired properties to tangible and identifiable intangible
assets acquired and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, we utilize
a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other
market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence in estimating the fair value of the tangible
and intangible assets acquired and intangible liabilities assumed.
We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods,
including data from appraisals, comparable sales, discounted cash flow, direct capitalization and other methods. Fair value estimates are also made using significant
assumptions such as capitalization rates, discount rates, market rent, and land values per square foot. Identifiable intangible assets include amounts allocated to
acquire leases for above- and below-market lease rates, and the value of in-place leases, as applicable.
Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property,
taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other
operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from 12 to 18 months. We also
estimate costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the
risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease, and (ii) management’s
estimate of market rent for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and
the remaining term plus the term of any below-market fixed rate renewal options for below-market leases.
The aggregate value of intangible assets related to customer relationships, as applicable, is measured based on our evaluation of the specific characteristics of
each tenant’s lease and our overall relationship with the tenant. Characteristics considered by us in determining these values include the nature and extent of its
existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease
renewals, among other factors.
Accounting for Leases
Lessor Accounting
In accordance with the lease accounting standard, all of our leases as lessor prior to adoption of ASC 842 were accounted for as operating leases and we
continued to account for them as operating leases under the transition guidance. 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. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable
lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease
payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset so specialized in nature
that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. 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.
As a lessor of real estate, we have elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of
property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer
as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only
incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any,
are being expensed as incurred.
As of December 31, 2024, we had two parcels of land leased to tenants that qualify as financing leases which were acquired in the REIT Merger. The carrying
value of these leases was $6.7 million and $6.6 million as of December 31, 2024 and 2023, respectively, and the amounts are included in prepaid expenses and
other assets on our consolidated balance sheets as of December 31, 2024 and 2023. Income of $0.7 million and $0.2 million relating to these two leases is included
in revenue from tenants in our consolidated statement of operations for the years ended December 31, 2024 and 2023, respectively.
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. Lease expense for operating leases is recognized on a straight-line
basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees
must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further,
certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease may now be required
to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. 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.
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. These leases are reflected on the balance sheet as right of use assets and operating lease liabilities and the rent expense is reflected on a straight-line basis
over the lease term.
Impairment
We assess each of our real estate properties for indicators of impairment quarterly or when circumstances indicate that the property may be impaired. When
indicators of potential impairment are present that suggest that the carrying amounts may not be recoverable, we assess the recoverability by determining whether
the carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual
disposition over an estimated hold period of ten years in most cases. If we believe there is a significant possibility that we might dispose of the assets earlier, we
assess the recoverability using a probability weighted analysis of the estimated undiscounted future cash flows over the various possible holding periods. 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.
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. Determining the appropriate capitalization or discount rate requires significant judgment and is typically based on many factors, including the prevailing rate
for the market or submarket, as well as the quality and location of the real estate property.
Properties held for sale are carried at the lower of their carrying values or estimated fair values less costs to sell. The estimates of fair value typically consider
contracts or the results of negotiations with prospective purchasers. These estimates are subject to revision as market conditions, and our assessment of such
conditions, change. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net
earnings.
45

Gains and Losses on Dispositions of Real Estate Investments
Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains
and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).
Depreciation and Amortization
We are required to make subjective assessments as to the useful lives of the components of our real estate investments for purposes of determining the amount
of depreciation to record on an annual basis. These assessments have a direct impact on our results from operations because if we were to shorten the expected
useful lives of our real estate investments, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower earnings on
an annual basis.
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land and building
improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold
interests.
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of
the respective leases.
If the tenant terminated its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is accelerated through the
termination date or the date of the tenant vacates the space to expense.
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
Deferred leasing commissions are recorded over the terms of the related leases. The amortization expense related to leasing commissions incurred from third
parties are recorded in depreciation and amortization. Prior to the Mergers, amortization expense related to leasing commissions incurred from the former Advisor
were recorded within operating fees to related parties in the consolidated statements of operations. As a result of the Mergers, we no longer pay any leasing
commissions to the former Advisor.
Above and Below-Market Lease Amortization
Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the
capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market
fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken
into income at that time.
Above-market intangibles and below-market intangibles will also be treated in the same way as in-place intangibles upon a lease termination.
If a tenant modifies its lease, the unamortized portion of the in-place lease value, customer relationship intangibles, above-market leases and below market
leases are assessed to determine whether their useful lives need to be amended (generally accelerated). Generally, we would not extend the useful lives of their
intangible values upon a modification that is an extension.
The amortization associated with our ROUs is recorded in property operating expenses on a straight-line basis over the terms of the leases.
Goodwill
We evaluate goodwill for impairment at least annually or upon the occurrence of a triggering event. 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. 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. 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. We assessed the potential sale of 100 of our multi-tenant retail properties pursuant to the RCG PSA (see Note 17
— Subsequent Events to our consolidated financial statements included in this Annual Report on Form 10-K for additional information) as a triggering event and
determined that goodwill was not impaired as of December 31, 2024. We will continue to monitor the multi-tenant retail segment’s goodwill if and when the RCG
Multi-Tenant Retail Disposition closes in 2025.
Derivative Instruments
We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a
portion of the interest rate risk associated with its borrowings. In addition, all foreign currency denominated borrowings under our Revolving Credit Facility are
designated as net investment hedges. Certain of our foreign operations expose us to fluctuations of foreign interest rates and exchange rates. These fluctuations may
impact the
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value of our cash receipts and payments in our functional currency, the USD. 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. The accounting for changes in the fair value of derivatives depends on the intended
use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship
has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an
asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying
as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may
also be designated as hedges of the foreign currency exposure of a net investment in foreign operations. Hedge accounting generally provides for the matching of
the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative
contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting
treatment. If we elect not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any changes in the fair value of these derivative
instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. If a derivative is designated and
qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the
consolidated statements of comprehensive (loss) income to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately
recorded in earnings.
Equity-Based Compensation
We have stock-based incentive plans under which our directors, officers, employees, consultants or entities that provide services to us are, or have historically
been, eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share-based payments. The cost of services received
in exchange for a stock award is measured at the grant date fair value of the award and the expense for such awards is included in equity-based compensation in the
consolidated statements of operations and is recognized over the vesting period or when the requirements for exercise of the award have been met.
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”). 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.
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. 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, 2023 for a discussion of our results of operations for the year ended
December 31, 2023 and year-to-year comparisons between 2023 and 2022.
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). However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by us. The main exceptions are
properties leased to the Government Services Administration, which do not require the tenant to reimburse the costs.
In our Multi-Tenant Retail segment, we own, manage and lease multi-tenant properties where we generally pay for the property operating expenses for those
properties and most of our tenants are required to pay their pro rata share of property operating expenses. We will dispose of substantially all of the properties in our
Multi-Tenant Retail segment if the RCG Multi-Tenant Retail Disposition is consummated in accordance with the terms contemplated by the RCG PSA, and
following the final closing we will no longer report results from the Multi-Tenant Retail segment as an operating segment or in the consolidated operating results of
the Company. There can be no assurances that the RCG Multi-Tenant Retail Disposition will be consummated on the contemplated terms, if at all.
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As more fully discussed in Note 1 — Organization and Note 3 — The Mergers to our consolidated financial statements included in this Annual Report on Form
10-K, during the quarter ended September 30, 2023 we completed the Mergers which will affect comparable results from operations until the properties acquired
have been held for all periods presented. As a result, comparisons of our period to period financial information as set forth herein may not be meaningful. The
historical financial information included herein as of any date, or for any periods, prior to September 12, 2023 represents our financial information, prior to the
Mergers, on a stand-alone basis.
Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023
Net Loss Attributable to Common Stockholders
Net loss attributable to common stockholders was $175.3 million for the year ended December 31, 2024, as compared to $239.3 million for the year ended
December 31, 2023. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations
in the sections that follow.
Revenue from Tenants
Consolidated revenue from tenants, detailed by reportable segment, is as follows:
Year Ended December 31,
(In thousands)
2024
2023 
Revenue From Tenants:
Industrial & Distribution
$
237,645  $
220,102 
Multi-Tenant Retail
259,280 
79,799 
Single-Tenant Retail
164,514 
65,478 
Office
143,571 
149,691 
Total Consolidated Revenue From Tenants
$
805,010 
$
515,070 
_______
Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the
current year presentation based on a re-evaluation of the property type.
Industrial & Distribution
Revenue from tenants in our Industrial & Distribution segment was $237.6 million and $220.1 million for the years ended December 31, 2024 and 2023,
respectively. The increase in revenue from tenants was primarily driven by a full year of revenue attributable to properties acquired from RTL on the Acquisition
Date for the year ended December  31, 2024, with minimal impact from 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.
Multi-Tenant Retail
Revenue from tenants in our Multi-Tenant Retail segment was $259.3 million and $79.8 million for the years ended December 31, 2024 and 2023, respectively.
The increase in revenue from tenants was driven by a full year of revenue attributable to properties acquired from RTL on the Acquisition Date for the year ended
December 31, 2024.
Single-Tenant Retail
Revenue from tenants in our Single-Tenant Retail segment was $164.5 million and $65.5 million for the years ended December  31, 2024 and 2023,
respectively. The increase was primarily due to a full year of revenue attributable to properties acquired from RTL on the Acquisition Date for the year ended
December 31, 2024, with minimal impact from 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.
Office
Revenue from tenants in our Office segment was $143.6 million and $149.7 million for the years ended December 31, 2024 and 2023, respectively. The
decrease was primarily driven by dispositions during the year ended December 31, 2024, partially offset by a full period of revenue in the year ended December 31,
2024 attributable to properties acquired from RTL on the Acquisition Date for the year ended December 31, 2024, with minimal impact from 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.
Property Operating Expenses
(1)
(1) 
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Consolidated property operating expenses, detailed by reportable segment, is as follows:
Year Ended December 31,
(In thousands)
2024
2023 
Property Operating Expenses:
Industrial & Distribution
$
21,820 
$
15,457 
Multi-Tenant Retail
86,025 
26,951 
Single-Tenant Retail
15,787 
6,045 
Office
18,865 
19,386 
Total Consolidated Property Operating Expenses
$
142,497 
$
67,839 
_______
Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the
current year presentation based on a re-evaluation of the property type.
Industrial & Distribution
Property operating expenses in our Industrial & Distribution segment were $21.8 million and $15.5 million for the years ended December 31, 2024 and 2023,
respectively. The change was primarily due to the timing of our reimbursable costs and a full period of expenses attributable to properties acquired from RTL on the
Acquisition Date for the year ended December 31, 2024, with minimal impact from dispositions and 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.
Multi-Tenant Retail
Property operating expenses in our Multi-Tenant Retail were $86.0 million and $27.0 million for the years ended December 31, 2024 and 2023, respectively.
The increase in property operating expenses was driven by a full period of expenses attributable to properties acquired from RTL on the Acquisition Date for the
year ended December 31, 2024.
Single-Tenant Retail
Property operating expenses in our Single-Tenant Retail were $15.8 million and $6.0 million for the years ended December 31, 2024 and 2023, respectively.
The increase was primarily due to an increase in property operating expenses resulting from a full period of expenses attributable to properties acquired from RTL
on the Acquisition Date for the year ended December 31, 2024, with minimal impact from the year-over-year change in average foreign exchange rates, when
compared to the year ended December 31, 2023.
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.
Operating Fees to Related Parties
Due to the completion of the Internalization Merger there were no operating fees paid to related parties in the year ended December 31, 2024. Upon the closing
of the Mergers, we no longer pay asset management fees to the former Advisor or property management fees to the Property Manager and we internalized our
management functions. While we no longer pay the costs of the various fees and expense reimbursements previously paid to the former Advisor and the Property
Manager, after the Internalization Merger, our expenses now include the compensation and benefits of our officers, employees, and consultants, as well as overhead
expenses, previously paid by those entities in managing our business and operations, which are recorded in general and administrative expenses from the
Acquisition Date forward, including in the form of equity compensation. Operating fees paid to related parties were $28.3 million for the year ended December 31,
2023. For additional information, see Note 12 — Related Party Transactions to our consolidated financial statements included in this Annual Report on Form 10-K.
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. The estimated fair values for 54 of the properties were based on the estimated selling price of such
properties and the remainder were based on market comparable transactions, and, as a result, we recorded impairment charges, including impairments to intangible
assets of approximately $90.4 million. 48 of the 56 properties that were impaired during the year ended 2024 were acquired in the REIT Merger.
During the year ended December 31, 2023, we recorded aggregate impairment charges of $68.7 million, as described below:
(1)
(1) 
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• During the three months ended December 31, 2023, we determined that one of our properties located in Scotland (which was owned prior to the REIT
Merger) had an estimated fair value that was lower than its carrying value based on the estimated selling price of the property, and as a result, the Company
recorded an impairment charge of approximately $1.8 million. Also during three months ended December 31, 2023, we determined that two of our properties
located in the U.S. (which were acquired in the REIT Merger) had an estimated fair value that was lower than their carrying value based on the estimated
selling prices of the properties, and, as a result, we recorded an impairment charge of approximately $1.2 million.
• During the three months ended September 30, 2023 we determined that the fair values of four of our properties (one in the U.K. and three in the U.S.) were
lower than their carrying values. These properties were all owned by us prior to the REIT Merger. As a result, we recorded impairment charges for these
properties, including impairments to intangible assets totaling $65.7 million in the three months ended September 30, 2023. The impairment charge for the
property in the U.K. was based on a calculation of the estimated fair value of the property. The impairment charges for the properties in the U.S. were based
on the estimated selling prices of the properties.
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Merger, Transaction and Other Costs
We recognized $6.0 million and $54.5 million of acquisition, transaction and other costs during the years ended December 31, 2024 and 2023, respectively. The
decrease was due to higher advisory, legal and other professional costs incurred in the year ended December 31, 2023 that were directly related to the Mergers.
Settlement Costs
We recognized settlement costs of $29.7  million during the year ended December 31, 2023, which related to the cash reimbursement of approximately
$8.8 million of expenses to the Blackwells/Related Parties (as defined in Note 10 — Stockholders’ Equity to our consolidated financial statements in this Annual
Report on Form 10-K) and non-cash equity expense of approximately $20.9 million for Common Stock issued to Blackwells under the Cooperation Agreement (as
defined in Note 10 — Stockholders’ Equity to our consolidated financial statements in this Annual Report on Form 10-K).
General and Administrative Expense
General and administrative expenses were $57.7 million and $40.2 million for the years ended December 31, 2024 and 2023, respectively, which primarily
consist of employee compensation/payroll expenses, professional fees including audit and taxation related services, board member compensation, and directors’ and
officers’ liability insurance. The overall increase in general and administrative expenses was primarily due to a full period of management expenses for the year
ended December 31, 2024 as a result of the Internalization.
Equity-Based Compensation
During the years ended December 31, 2024 and 2023, we recognized equity-based compensation expense of $8.9 million and $17.3 million, respectively.
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 for the year ended December 31, 2023 included amortization expense for Restricted Shares, RSUs, PSUs and expense related to the 2021 OPP,
which expired on September 11, 2023. The decrease in the year ended December 31, 2024 as compared to the prior year, was due to higher compensation expense
recorded in the third quarter of 2023 as a result of an accelerated amortization expense due to a modification to the 2021 OPP (for additional information, see Note
13 — Equity-Based Compensation to our consolidated financial statements in this Annual Report on Form 10-K).
Depreciation and Amortization
Depreciation and amortization expense was $349.9 million and $222.3 million for the years ended December 31, 2024 and 2023, respectively. The increase was
due to the full year period of additional depreciation and amortization expense recorded as a result of the impact of the REIT Merger for a full year period in the
year ended December 31 2024 and 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.
Gain (Loss) on Dispositions of Real Estate Investments
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 $57.0
million.
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. The increase was due to higher non-
cash amortization expense due to the amortization of discounts recorded on debt acquired in the REIT Merger. Our total gross debt outstanding was $4.7 billion as
of December 31, 2024 as compared to $5.4 billion as of December 31, 2023. 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. 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 December 31, 2023, approximately 10% of our total
debt outstanding was denominated in EUR, 8% of our total debt outstanding was denominated in GBP, and 1% was denominated in CAD.
We view a combination of secured and unsecured financing as an efficient and accretive means to acquire properties and manage working capital. As of
December 31, 2024, approximately 49% of our total debt outstanding was secured and 51% was
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unsecured, the latter including amounts outstanding under our Credit Facility and Senior Notes. The availability of borrowings under the Revolving Credit Facility
is based on the value of a pool of eligible unencumbered real estate assets owned by us and compliance with various ratios related to those assets. Our interest
expense in future periods will vary based on interest rates, the level of future borrowings, which will depend on refinancing needs and acquisition activity, and
changes in currency exchange rates.
Loss on Extinguishment and Modification of Debt
The loss on extinguishment and modification of debt of $15.9 million during the year ended December 31, 2024, was due to cash payments made upon
repaying certain mortgage loans, primarily related to the fee required to be paid upon repayment of the mortgage loan in the second quarter of 2024 that
encumbered our McLaren properties in the U.K.
The loss on extinguishment and modification of debt of $1.2 million during the year ended December 31, 2023 was primarily due to early pre-payment
penalties from certain mortgage paydowns.
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. These amounts reflect the marked-to-market impact from foreign currency  and interest rate derivative instruments used to hedge the
investment portfolio from currency and interest rate movements, and was mainly impacted by currency rate changes in the GBP and EUR compared to the USD.
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. 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).
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. We
generally manage foreign currency exchange rate movements by matching our debt service obligation to the lender and the tenant’s rental obligation to us in the
same currency. This reduces our overall exposure to currency fluctuations. In addition, we may use currency hedging to further reduce the exposure to our net cash
flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our results of operations of our foreign properties
benefit from a weaker USD, and are adversely affected by a stronger USD, relative to the foreign currency. Conversely, realized gains from derivatives would
generally be lower from a weaker USD, and higher from a stronger USD. We maintain our hedging approach by consistently entering into new foreign exchange
forwards for three year periods. Interest rate increases could increase the interest expense on our floating rate debt or any new debt and we are constantly evaluating
the use of hedging strategies to mitigate this risk.
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. During the year ended December 31, 2023, we did not record any amounts due to currency changes on the undesignated excess foreign
currency advances over the related net investments.
Income Tax Expense
Although as a REIT we generally do not pay U.S. federal income taxes on the amount of REIT taxable income that is distributed to shareholders, we recognize
income tax (expense) benefit domestically for state taxes and local income taxes incurred, if any, and also in foreign jurisdictions in which we own properties. 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. For additional
information, see Note 16 — Income Taxes to our consolidated financial statements included in this Annual Report on Form 10-K.
Preferred Stock Dividends
Preferred Stock dividends were $43.7 million and $27.4 million during years ended December 31, 2024 and 2023, respectively. The increase was due to
dividends from our Series D Preferred Stock and Series E Preferred Stock, both of which were assumed from RTL in the REIT Merger.
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Cash Flows from Operating Activities
The level of cash flows provided by operating activities is driven by, among other things, rental income received, operating fees paid to parties that were
previously considered related parties (the former Advisor) and for asset and property management, and interest payments on outstanding borrowings.
During the year ended December 31, 2024, net cash provided by operating activities was $299.5 million. Cash flows provided by operating activities during the
year ended December 31, 2024 reflect net loss of $131.6 million, adjusted for non-cash items of $514.0 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). 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.
During the year ended December 31, 2023, net cash provided by operating activities was $143.7 million. 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). In addition, operating cash flow was impacted by lease incentive and commission payments of
$2.8 million and a decrease of $5.5 million in working capital items due to an increase in prepaid expenses and other assets of $7.6 million, a decrease in accounts
payable and accrued expenses of $9.6 million and a decrease in prepaid rent of $0.7 million.
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 used in investing activities during the year ended December 31, 2023 of $551.9 million consisted of net cash used to complete the Mergers of $451.4
million, cash used for other property acquisitions of $134.1 million and capital expenditures of $47.3 million, partially offset by proceeds from dispositions of $80.9
million.
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 provided by financing activities of $469.0 million during the year ended December 31, 2023 was a result of net proceeds from borrowings under our
Revolving Credit Facility of $1.1 billion (for additional information on Revolving Credit Facility activity, see the Liquidity and Capital Resources section below),
partially offset by net payments on mortgage notes payable of $340.4 million, dividends paid to common stockholders of $207.0 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 $3.7 million, dividends paid to holders of our Series E Preferred Stock of $2.1 million and distributions to non-controlling interest holders of
$3.2 million. Distributions to non-controlling interest holders increased $2.8 million in the year ended December 31, 2023, when compared to last year, due to the
priority catch-up distribution to the former Advisor in respect of the 883,750 GNL LTIP Units that were earned under the 2021 OPP. The Series D Preferred Stock
and Series E Preferred stock were each assumed by GNL in September 2023 in connection with the REIT Merger, and therefore the dividends paid noted above
represent one quarter of dividends in the year ended December 31, 2023.
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Liquidity and Capital Resources
Our principal future needs for cash and cash equivalents includes the purchase of additional properties or other investments, payment of related acquisition
costs, improvement costs, operating and administrative expenses, repayment of certain debt obligations, which includes our continuing debt service obligations and
dividends to holders of our Common Stock and Preferred Stock as well as to any future class or series of preferred stock we may issue. 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.
Management expects that cash generated from operations, supplemented by our existing cash, will be sufficient to fund, in the near and long term, the payment
of quarterly dividends to our common stockholders and holders of our Preferred Stock, as well as anticipated capital expenditures. During the year ended
December 31, 2024, cash generated from operations covered 94.7% of our dividends paid. 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. The PSAs and LOIs are subject to conditions
and there can be no assurance we will be able to complete these dispositions on their contemplated terms, or at all.
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.
Acquisitions, Dispositions and Pending Transactions
We are in the business of acquiring real estate properties and leasing the properties to tenants. Generally, we fund our acquisitions through a combination of
cash and cash equivalents, proceeds from offerings of equity securities, borrowings under our Revolving Credit Facility and proceeds from mortgage or other debt
secured by the acquired or other assets at the time of acquisition or at some later point. 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.
Acquisitions and Dispositions — Year Ended December 31, 2024
During the year ended December 31, 2024, we sold 178 properties, 164 of which were acquired in the REIT Merger, for a contract price of $835.4 million.
We did not acquire any properties during the year ended December 31, 2024.
Dispositions Subsequent to December 31, 2024 and Pending Transactions
Subsequent to December 31, 2024, we disposed of 13 properties for an aggregate price of $19.2 million.
In addition, as of February 25, 2025, we had signed PSA’s to dispose of 232 properties for an aggregate sale price of $2.0 billion and we have signed LOI’s to
dispose of 3 properties for an aggregate sale price of $15.1 million.
On February 25, 2025, we entered into the RCG PSA to sell a real estate portfolio comprised of 100 multi-tenant retail centers located in 28 states for a base
purchase price of approximately $1.78 billion, subject to customary purchase price adjustments. The closing of the RCG Multi-Tenant Retail Disposition is subject
to a number of customary conditions, including, but not limited to, with respect to 41 of the multi-tenant retail centers, the consent of certain of our existing lenders
for RCG to assume the following debt secured by such properties: (a) approximately $210.0  million secured from Société Générale and UBS AG, and (b)
approximately $260.0 million secured from Barclays Capital Real Estate Inc., Société Générale, KeyBank and Bank of Montreal. The closing of the disposition of
the other 59 facilities is not contingent upon assumption of such debt and the closing is not otherwise subject to any financing contingency. We received a
$25.0 million non-refundable deposit from RCG in connection with entering into RCG PSA. The RCG Multi-Tenant Retail Disposition is expected to close in three
phases: the unencumbered portfolio is scheduled to close by March 31, 2025, while the encumbered portfolio is scheduled to close in two stages during the second
quarter of 2025, pending approval of the respective loan assumptions.
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. 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. The timing,
volume, and nature of repurchases are subject to market conditions, applicable securities laws, and other factors, and the program may be amended, suspended or
discontinued at any time. The program does not obligate us to repurchase any specific number of shares of Common Stock.
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Equity Offerings
Common Stock
We have an “at the market” equity offering program (the “Common Stock ATM Program”) pursuant to which we may sell shares of Common Stock, from time
to time through our sales agents. In November 2022, we filed a new shelf registration statement and prospectus supplement covering the Common Stock ATM
Program having an aggregate offering amount of up to $285.0 million, prior to the expiration of our previous registration statement, which had an aggregate
offering amount of up to $500.0 million ($285.0 million was sold under our previous registration statement). During the years ended December 31, 2024 and 2023,
we did not sell any shares of Common Stock through the Common Stock ATM Program.
Preferred Stock
We have an “at the market” equity offering program for our Series B Preferred Stock (the “Series B Preferred Stock ATM Program”) pursuant to which we may
sell shares of Series B Preferred Stock, from time to time through our sales agents. In November 2022, we filed a new shelf registration statement and prospectus
supplement covering the Series B Preferred Stock ATM Program having an aggregate offering amount of up to $170.0 million, prior to the expiration of our
previous registration statement, which had an aggregate offering amount of up to $200.0 million. 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.
The timing differences between when we raise equity proceeds or receive proceeds from dispositions and when we invest those proceeds in acquisitions or
other investments that increase our operating cash flows have affected, and may continue to affect, our results of operations.
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. Approximately $464.5 million of our debt, consisting only of mortgage notes payable, matures in
2025 (see Mortgage Notes Payable below for more information).
As of December 31, 2024, 91% of our total debt outstanding either bore interest at fixed rates, or was swapped to a fixed rate, which bore interest at a
weighted-average interest rate of 4.7% per annum. 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). 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.
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. See Note 8 — Fair Value of Financial Instruments to our consolidated financial statements included in this Annual Report on
Form 10-K for a discussion of fair value of such debt as of December 31, 2024. As of December 31, 2024 the weighted-average maturity of our indebtedness was
3.0 years. We believe we have the ability to service our debt obligations as they come due.
As noted above, 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 PSA’s and LOI’s totaling an aggregate of $2.1 billion, inclusive of the RCG PSA.
Senior Notes
In connection with the REIT Merger, we assumed and became a guarantor under RTL’s $500.0 million aggregate principal, 4.50% Senior Notes due 2028 (the
“4.50% Senior Notes”), pursuant to a supplemental indenture governing the 4.50% Senior Notes. Both the 4.50% Senior Notes and our original 3.75% Senior Notes
(together, the “Senior Notes”) do not require any principal payments prior to maturity. 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. 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.
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. We have $464.5 million of principal
payments due on our mortgages during the year ending December 31, 2025. Significant activity related to our mortgage notes payable was as follows (see Note 5 —
Mortgage Notes Payable, Net for additional information):
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•
In April 2024, we repaid our mortgage loan that encumbered our McLaren properties in the United Kingdom, which had a balance of $127.5 million as of March
31, 2024, using borrowings under the GBP portion of our Revolving Credit Facility.
•
On April 5, 2024, we entered into a commercial mortgage-backed security Loan Agreement (“CMBS Loan II”) with (i) Bank of Montreal, (ii) Société Générale
Financial Corporation, (iii) Barclays Capital Real Estate Inc. and (iv) KeyBank National Association (each individually, a “Lender,” and collectively, the
“Lenders”), in the aggregate amount of $237.0 million. CMBS Loan II is secured by, among other things, first priority mortgages on 20 industrial properties that
we own across the United States. CMBS Loan II has a 5-year term, is interest-only (payable monthly) at a fixed rate of 5.74% per year and matures on April 6,
2029. CMBS Loan II contains certain covenants, including, certain obligations to reserve funds and requires us to maintain a net worth of $150.0 million and
liquid assets having a market value of at least $10.0 million. We used the net proceeds to pay down draws on the USD portion of the Revolving Credit Facility
(as noted below).
•
In June 2024, we repaid our mortgage loan that encumbered our properties in The Netherlands and Luxembourg, which had a balance of $116.3 million as of
March 31, 2024, using borrowings under the EUR portion of our Revolving Credit Facility.
•
In June 2024, we repaid approximately $139.0 million of our Column Financial Mortgage Notes using net proceeds from the disposition of certain properties.
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, 2024, approximately
$332.5 million was available for future borrowings under the Revolving Credit Facility.
The Credit Agreement requires payments of interest only prior to maturity. Borrowings under the Revolving Credit Facility bear interest at a variable rate per
annum based on an applicable margin that varies based on the ratio of consolidated total indebtedness to consolidated total asset value of us and our subsidiaries
plus either (i) the Base Rate (as defined in the Credit Agreement) or (ii) the applicable Benchmark Rate (as defined in the Credit Facility) for the currency being
borrowed. The applicable interest rate margin is based on a range from 0.30% to 0.90% per annum with respect to Base Rate borrowings under the Revolving
Credit Facility and 1.30% to 1.90% per annum with respect to Benchmark Rate borrowings under the Revolving Credit Facility. These spreads reflect a reduction
from the previous spreads. For Benchmark Rate Loans denominated in Dollars that bear interest calculated by reference to Term SOFR, there is an additional spread
adjustment depending on the length of the interest period. In addition, (i) if we achieve an investment grade credit rating from at least two rating agencies, the OP
can elect for the spread to be based on our credit rating, and (ii) the “floor” on the applicable Benchmark is 0%. As of December 31, 2024, the Revolving Credit
Facility had a weighted-average effective interest rate of 5.7% after giving effect to interest rate swaps in place.
The Revolving Credit Facility matures on October 8, 2026, subject to our option, subject to customary conditions, to extend the maturity date by up to two
additional six-month terms. Borrowings under the Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to
customary breakage costs associated with borrowings for the applicable Benchmark Rate.
The Revolving Credit Facility requires us through the OP to pay an unused fee per annum of 0.25% of the unused balance of the Revolving Credit Facility if
the unused balance exceeds or is equal to 50% of the total commitment or a fee per annum of 0.15% of the unused balance of the Revolving Credit Facility if the
unused balance is less than 50% of the total commitment. From and after the time we obtain an investment grade credit rating, the unused fee will be replaced with
a facility fee based on the total commitment under the Revolving Credit Facility multiplied by 0.30%, decreasing as our credit rating increases.
The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by us and
compliance with various ratios related to those assets. Also, we have a $7.4 million letter of credit held by lenders which were put in place to cure cash trap sweep
events under one of our mortgages. These letters of credit reduce the availability for future borrowings under the Revolving Credit Facility.
Any future borrowings may, at our option be denominated in USD, EUR, CAD, GBP Norwegian Krone, Swedish Krona and Swiss Francs, provided that the
total principal amount of non-USD loans cannot exceed the sum of the total revolving commitments minus $100.0 million. Amounts borrowed may not, however,
be converted to, or repaid in, another currency once borrowed.
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).
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As of December 31, 2024, we were in compliance with all property-level debt covenants with the exception of four property-level debt instruments. 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. 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. These matters
did not have a material impact on our ability to operate the impacted assets and do not constitute events of default under the applicable debt instruments.
Non-GAAP Financial Measures
This section discusses the non-GAAP financial measures we use to evaluate our performance including Funds from Operations (“FFO”), Core Funds from
Operations (“Core FFO”) and Adjusted Funds from Operations (“AFFO”). A description of these non-GAAP measures and reconciliations to the most directly
comparable GAAP measure, which is net income, is provided below.
Use of Non-GAAP Measures
FFO, Core FFO, and AFFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its
applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as
a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO, Core FFO and AFFO measures. Other REITs may
not define FFO in accordance with the current NAREIT (as defined below) definition (as we do), or may interpret the current NAREIT definition differently than
we do, or may calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO, Core FFO and AFFO may not be comparable to other
similarly-titled measures presented by other REITs.
We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such factors as
depreciation and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among owners of identical assets in
similar conditions based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO presentations can facilitate comparisons of operating
performance between periods and between other REITs in our peer group.
As a result, we believe that the use of FFO, Core FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of
our operating performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing,
and investing activities. However, FFO, Core FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to make cash
distributions. Investors are cautioned that FFO, Core FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these
activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations
Funds From Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts
(“NAREIT”), an industry trade group, has promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the
operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.
We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White
Paper approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss
computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real estate assets, gain and
loss from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to
decreases in the value of depreciable real estate held by the entity. Our FFO calculation complies with NAREIT’s definition.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line
amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values
historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a
REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP.
Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable
methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation
and amortization, among other things, provides a
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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.
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. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of
our core business plan to generate operational income and cash flows in order to make dividend payments to stockholders. In evaluating investments in real estate,
we differentiate the costs to acquire the investment from the subsequent operations of the investment. We also add back non-cash write-offs of deferred financing
costs, prepayment penalties and certain other costs incurred with the early extinguishment or modification of debt which are included in net income but are
considered financing cash flows when paid in the statement of cash flows. We consider these write-offs and prepayment penalties to be capital transactions and not
indicative of operations. By excluding expensed acquisition, transaction and other costs as well as non-core costs, we believe Core FFO provides useful
supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating
performance of our properties.
Adjusted Funds From Operations
In calculating AFFO, we start with Core FFO, then we exclude certain income or expense items from AFFO that we consider more reflective of investing
activities, other non-cash income and expense items and the income and expense effects of other activities or items, including items that were paid in cash that are
not a fundamental attribute of our business plan or were one time or non-recurring items. These items include early extinguishment or modification of debt and
other items excluded in Core FFO as well as unrealized gain and loss, which may not ultimately be realized, such as gain or loss on derivative instruments, gain or
loss on foreign currency transactions, and gain or loss on investments. In addition, by excluding non-cash income and expense items such as amortization of above-
market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent and equity-based compensation from AFFO, we believe we
provide useful information regarding income and expense items which have a direct impact on our ongoing operating performance. We also exclude revenue
attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating
performance. We also include the realized gain or loss on foreign currency exchange contracts for AFFO as such items are part of our ongoing operations and affect
our current operating performance.
In calculating AFFO, we also exclude certain expenses which under GAAP are treated as operating expenses in determining operating net income. All paid and
accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications and merger related expenses) and certain
other expenses, including expenses 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.
Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In
addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective
of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our
calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are
based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as
rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated
and unrealized gain or loss, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that
can be used to, among other things, assess our performance without the impact of transactions or other items that are not related to our portfolio of properties.
AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a
clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) calculated in accordance with GAAP as presented in
our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as
a measure of our liquidity or ability to make distributions.
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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 
6,026 
54,492 
Settlement costs 
— 
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 
(3,418)
7,286 
Amortization of mortgage discounts
68,591 
18,916 
Expenses attributable to 2023 proxy contest and related litigation 
— 
9,101 
Expenses attributable to European tax restructuring 
485 
2,169 
Transition costs related to the Mergers 
4,486 
2,484 
Forfeited disposition deposit 
(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 
_____
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.
In the year ended December 31, 2023, we recognized these settlement costs which include one-half of the reasonable, documented, out-of-pocket expenses (including legal fees) incurred by the
Blackwells/Related Parties in connection with the proxy contest and related litigation as well as expense for Common Stock issued to the Blackwells/Related Parties, as required under the cooperation
agreement with the Blackwells/Related Parties. There were no such costs in the year ended December 31, 2024.
For AFFO purposes, we adjust for unrealized gains and losses. For the year ended December 31, 2024, the gain on derivative instruments (related to foreign currencies) was $4.2 million which
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 was $3.7 million which consisted of
unrealized losses of $7.3 million and realized gains of $3.6 million.
Amount relates to costs specifically related to our 2023 proxy contest and related Blackwells/Related Parties litigation (as described herein). We do not consider these expenses to be part of our normal
operating performance and have, accordingly, increased AFFO for this amount.
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.
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. We do not consider these expenses to be part of our normal operating performance
and have, accordingly, increased AFFO for this amount.
Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in other income in our consolidated statement of operations. We do not consider this income to be part
of our normal operating performance and have, accordingly, decreased AFFO for this amount.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
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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.
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. 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.
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.
On 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. 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 leverage.
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.
Preferred Stock
Dividends accrue on our Preferred Stock as follows:
•
Dividends on our Series A Preferred Stock accrue in an amount equal to $0.453125 per share per quarter to Series A Preferred Stockholders, which is
equivalent to 7.25% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum.
•
Dividends on our Series B Preferred Stock accrue in an amount equal to $0.4296875 per share per quarter to Series B Preferred Stockholders, which is
equivalent to 6.875% of the $25.00 liquidation preference per share of Series B Preferred Stock per annum.
•
Dividends on our Series D Preferred Stock accrue in an amount equal to $0.46875 per share per quarter to Series D Preferred Stockholders, which is equivalent
to the rate of 7.50% of the $25.00 liquidation preference per share of Series D Preferred Stock per annum.
•
Dividends on our Series E Preferred Stock accrue in an amount equal to $0.4609375 per share per quarter to Series E Preferred Stockholders, which is
equivalent to the rate of 7.375% of the $25.00 liquidation preference per share of Series E Preferred Stock per annum.
Dividends on the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock and Series E Preferred Stock are payable quarterly in arrears on
the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of record on the close of
business on the record date set by our Board. Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock and Series B Preferred Stock
become part of the liquidation preference thereof.
Pursuant to the Credit Agreement, we may not pay distributions, including cash dividends on, or redeem or repurchase Common Stock, Series A Preferred
Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or any other class or series of stock we may issue in the future, that exceed
100% of our Adjusted FFO as defined in the Credit Facility (which is different from AFFO disclosed in this Annual Report on Form 10-K) for any period of four
consecutive fiscal quarters, except in limited circumstances, including that for one fiscal quarter in each calendar year, we may pay cash dividends and other
distributions and redeem or repurchase an aggregate amount equal to no more than 105% of our Adjusted FFO. We last used the exception to pay dividends that
were between 100% of Adjusted FFO and 105% of Adjusted FFO during the quarter ended on June 30, 2020, and may use this exception in the future. In the past,
the lenders under our Revolving Credit Facility have consented to increase the maximum amount of our Adjusted FFO we may use to pay cash dividends and other
distributions and make redemptions and other repurchases in certain periods, but there can be no assurance that they will do so again in the future.
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The following table shows the sources for the payment of dividends to holders of our Common Stock, Series A Preferred Stock, Series B Preferred Stock,
Series D Preferred Stock, Series E Preferred stock and distributions to holders of LTIP Units for the periods indicated:
Three Months Ended
Year Ended
March 31, 2024
June 30, 2024
September 30, 2024
December 31, 2024
December 31, 2024
(In thousands)
Percentage of
Dividends
Percentage of
Dividends
Percentage of
Dividends
Percentage of
Dividends
Percentage of
Dividends
Dividends and Distributions:
Dividends to holders of Common
Stock
$
81,733 
$
63,483 
$
63,466 
$
63,753 
$
272,435 
Dividends to holders of Series A
Preferred Stock
3,081 
3,081 
3,081 
3,081 
12,324 
Dividends to holders of Series B
Preferred Stock
2,018 
2,018 
2,018 
2,018 
8,072 
Dividends to holders of Series D
Preferred Stock
3,718 
3,720 
3,719 
3,719 
14,876 
Dividends to holders of Series E
Preferred Stock
2,118 
2,118 
2,118 
2,118 
8,472 
Distributions to holders of LTIP
Units/Class A Units
41 
32 
32 
32 
137 
Total dividends and distributions
$
92,709 
$
74,452 
$
74,434 
$
74,721 
$
316,316 
Source of dividend coverage:
Cash flows provided by operations
$
92,186 
99.4 %
$
70,359 
94.5 %
$
62,126 
83.5 %
$
74,799 
100.1 %
$
299,470  (1)
94.7 %
Available cash on hand
523 
0.6 %
4,093 
5.5 %
12,308 
16.5 %
(78)
(0.1)%
16,846  (1)
5.3 %
Total sources of dividend and
distribution coverage
$
92,709 
100.0 %
$
74,452 
100.0 %
$
74,434 
100.0 %
$
74,721 
100.0 %
$
316,316 
100.0 %
Cash flows provided by operations
(GAAP basis)
$
92,186 
$
70,359 
$
62,126 
$
74,799 
$
299,470 
Net loss attributable to common
stockholders (in accordance with
GAAP)
$
(34,687)
$
(11,913)
$
(29,971)
$
(98,745)
$
(175,316)
_____
 Year-to-date totals will not equal the sum of the quarters. Each quarter and year-to-date period is evaluated separately for purposes of this table.
Foreign Currency Translation
Our reporting currency is the USD. The functional currency of our foreign investments is the applicable local currency for each foreign location in which we
invest. Assets and liabilities in these foreign locations (including intercompany balances for which settlement is not anticipated in the foreseeable future) are
translated at the spot rate in effect at the applicable reporting date. The amounts reported in the consolidated statements of operations are translated at the average
exchange rates in effect during the applicable period. 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 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).
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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 believe that,
commencing with such taxable year, we have been organized and have operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to
continue to operate in such a manner to qualify for taxation as a REIT, but can provide no assurances that we will operate in a manner so as to remain qualified as a
REIT. To continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our REIT taxable income (which does not equal net income as
calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a
number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate
income tax on the portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain
state and local taxes on our income and properties, as well as federal income and excise taxes on our undistributed income.
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.
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%. 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. These provisions generally increase rental rates
during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). 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.
In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential
increases in costs and operating expenses resulting from inflation. 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. As the costs of general goods and services continue to rise, we may be adversely impacted by increases in general and administrative costs due to
overall inflation.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, and equity prices. The primary risks to which we
are exposed are interest rate risk and foreign currency exchange risk, and we are also exposed to further market risk as a result of concentrations of tenants in
certain industries and/or geographic regions. Adverse market factors can affect the ability of tenants in a particular industry/region to meet their respective lease
obligations. In order to manage this risk, we view our collective tenant roster as a portfolio, and in our investment decisions we attempt to diversify our portfolio so
that we are not overexposed to a particular industry or geographic region.
Generally, we do not use derivative instruments to hedge credit risks or for speculative purposes. 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. The value of our real estate is
also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, all of which may affect our ability to
refinance property-level mortgage debt when due. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic
and international economic and political conditions, and other factors beyond our control. Increases in interest rates may impact the credit profile of certain tenants.
We are exposed to the impact of interest rate changes primarily through our borrowing activities. We have obtained, and may in the future obtain, variable-rate,
non-recourse mortgage loans, and as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements
with lenders. Interest rate swap agreements effectively convert the variable-rate debt service obligations of the loan to a fixed rate, while interest rate cap
agreements limit the underlying interest rate from exceeding a specified strike rate. Interest rate swaps are agreements in which one party exchanges
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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. These interest rate swaps and caps are derivative instruments
designated as cash flow hedges on the interest payments on the debt obligation. The face amounts on which the swaps or caps, are based are not exchanged. Our
objective in using these derivatives is to limit our exposure to interest rate movements. 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).
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 
Variable-rate debt 
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 %
________
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.
Fixed-rate debt includes variable debt that bears interest at margin plus a floating rate which is fixed through our interest rate swap agreements. Also see Item 1A. Risk Factors - Risks Related to Our
Indebtedness - Our derivative financial instruments have been, and any derivative financial instruments in the future, will be subject to counterparty default risk.
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.
Represents the portion of the Revolving Credit Facility that bears interest at variable rates. 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.
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.
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. 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%. 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. 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. 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.
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.
Foreign Currency Exchange Rate Risk
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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. We generally manage
foreign currency exchange rate movements by matching our debt service obligation to the lender and the tenant’s rental obligation to us in the same currency. This
reduces, but does not eliminate, our overall exposure to currency fluctuations. In addition, we have used and may continue to use currency hedging to further reduce
the exposure to our net cash flow. We are generally a net receiver of the Euro, the GBP and the CAD (we receive more cash than we pay out). Our results of
operations of our foreign properties benefit from a weaker USD, and are adversely affected by a stronger USD, relative to the foreign currency subject to any
impacts from our hedging activity.
We have designated all current foreign currency draws under the Credit Facility as net investment hedges to the extent of our net investment in foreign
subsidiaries. To the extent foreign draws in each currency exceed the net investment, we reflect the effects of changes in currency on such excess in earnings. 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).
We enter into foreign currency forward contracts and put options to hedge certain of our foreign currency cash flow exposures. A foreign currency forward
contract is a commitment to deliver a certain amount of foreign currency at a certain price on a specific date in the future. By entering into forward contracts and
holding them to maturity, we are locked into a future currency exchange rate for the term of the contract. A foreign currency put option contract consists of a right,
but not the obligation, to sell a specified amount of foreign currency for a specified amount of another currency at a specific date. If the exchange rate of the
currency fluctuates favorably beyond the strike rate of the put at maturity, the option would be considered “in-the-money” and exercised accordingly. 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). We have obtained, and may in the future obtain, non-recourse mortgage financing in a foreign currency. To the
extent that currency fluctuations increase or decrease rental revenues as translated to USD, the change in debt service, as translated to USD, will partially offset the
effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates.
Scheduled 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 
______
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.
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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. If refinancing has not occurred, we would expect to use our cash resources,
including unused capacity on our Credit Facility, to make these payments, if necessary.
Concentration of Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could
cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. 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.
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%). 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%).
Item 8. Financial Statements and Supplementary Data.
The information required by this Item 8 is hereby incorporated by reference to our consolidated financial statements beginning on page F-1 of this Annual
Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded, as of December  31, 2024, the end of such period, that our disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, within the time periods specified in the SEC rules and forms, information required to be disclosed by us in our reports that
we file or submit under the Exchange Act, and in such information being accumulated and communicated to management as appropriate to allow timely decisions
regarding required disclosure.
Management’s Annual Reporting on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)
or 15d-15(f) promulgated under the Exchange Act.
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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making that assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework
(2013).
Based on its assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated on its report, which is included on page F-2 in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
During the three months ended December 31, 2024, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted,
modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of
the Securities Act of 1933, as amended).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Business Conduct and Ethics that applies to all of our executive officers and directors, including but not limited to, our principal
executive officer and principal financial officer. A copy of our Code of Business Conduct and Ethics may be obtained, free of charge, by sending a written request
to our executive office – 650 Fifth Avenue – 30  Floor, New York, NY 10019, attention Chief Financial Officer. Our Code of Business Conduct and Ethics is also
available on our website, www.globalnetlease.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver,
including any implicit waiver, from a provision of the Code of Business Conduct and Ethics to our directors, chief executive officer, chief financial officer, chief
accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on that website or in a current
report on Form 8-K.
We have adopted an insider trading policy which governs the purchase, sale and/or any other dispositions of the Company’s securities by the Company and its
directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing
standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual meeting of stockholders to be filed not
later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual meeting of stockholders to be filed not
later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual meeting of stockholders to be filed not
later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual meeting of stockholders to be filed not
later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by reference.
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Item 14. Principal Accountant Fees and Services.
The information required by this Item will be set forth in our definitive proxy statement with respect to our 2025 annual meeting of stockholders to be filed not
later than 120 days after the end of the 2024 fiscal year, and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)    Financial Statement Schedules
See the Index to audited consolidated financial statements at page F-1 of this report.
The following financial statement schedule is included herein at page F-54 of this report:
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2024 and for the years ended December 31, 2024 and 2023.
(b)    Exhibits
EXHIBITS INDEX
The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December  31, 2024 (and are
numbered in accordance with Item 601 of Regulation S-K).
Exhibit No.
   Description
2.1 **
Agreement and Plan of Merger, dated as of May 23, 2023, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership,
L.P., Osmosis Sub I, LLC, Osmosis Sub II, LLC, The Necessity Retail REIT, Inc., and The Necessity Retail REIT Operating
Partnership, L.P. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Global Net Lease, Inc. on May 25, 2023).
2.2 **
Internalization Agreement, dated as of May 23, 2023, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P.,
the Necessity Retail REIT, Inc., The Necessity Retail REIT Operating, L.P., AR Global Investments, LLC and the other parties thereto
(incorporated by reference to Exhibit 2.2 to the Form 8-K filed by Global Net Lease, Inc. on May 25, 2023).
3.1
Articles of Restatement of Global Net Lease, Inc., effective February 24, 2021 (incorporated by reference to Exhibit 3.1 to the Annual
Report on Form 10-K for the year ended December 31, 2020).
3.2
Second Amended and Restated Bylaws of Global Net Lease, Inc., effective September 12, 2023 (incorporated by reference to Exhibit 3.1 to
the Form 8-K filed by Global Net Lease, Inc. on September 12, 2023).
3.3
Articles Supplementary of Global Net Lease, Inc., filed on September 12, 2023 (incorporated by reference to Exhibit 3.2 to the Form 8-K
filed by Global Net Lease, Inc. on September 12, 2023).
3.4
Articles Supplementary for the Global Net Lease, Inc. 7.25% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
per share, as filed March 23, 2018 with the State Department of Assessments and Taxation of Maryland (incorporated by reference to
Exhibit 3.1 to the Form 8-K filed by Global Net Lease, Inc. on March 23, 2018).
3.5
Articles Supplementary for the Global Net Lease, Inc. 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
per share, as filed November 22, 2019 with the State Department of Assessments and Taxation of Maryland (incorporated by reference
to Exhibit 3.1 to the Form 8-K filed by Global Net Lease, Inc. on November 22, 2019).
3.6
Articles Supplementary for the Global Net Lease, Inc. 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
per share, as filed September 8, 2023 with the State Department of Assessments and Taxation of Maryland (incorporated by reference to
Exhibit 3.5 to the Form 8-A filed by Global Net Lease, Inc. on September 8, 2023)
3.7
Articles Supplementary for the Global Net Lease, Inc. 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value
per share, as filed September 8, 2023 with the State Department of Assessments and Taxation of Maryland (incorporated by reference to
Exhibit 3.6 to the Form 8-A filed by Global Net Lease, Inc. on September 8, 2023).
3.8
Amendment to the Articles of Restatement of Global Net Lease, Inc., effective November 7, 2023 (incorporated by reference to Exhibit 3.6
to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed by Global Net Lease, Inc. on November 7, 2023).
3.9
Articles Supplementary for the Global Net Lease, Inc. Series C Cumulative Preferred Stock, $0.01 par value per share, as filed February 27,
2024 with the State Department of Assessments and Taxation of Maryland (incorporated by reference to Exhibit 3.9 to the Form 10-K
filed by Global Net Lease, Inc. on February 23, 2024).
4.1
Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015,
between Global Net Lease, Inc. and Global Net Lease Special Limited Partner, LLC (incorporated by reference to Exhibit 4.1 to the
Form 8-K filed by Global Net Lease, Inc. on June 2, 2015).
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4.2
Second Amendment, dated as of September 11, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net
Lease Operating Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net
Lease, Inc. on September 11, 2017).
4.3
Third Amendment, dated as of December 15, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net
Lease Operating Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net
Lease, Inc. on December 18, 2017).
4.4
Fourth Amendment, dated as of March 23, 2018, to the Second Amended and Restated Agreement of Limited Partnership of Global Net
Lease Operating Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on
March 23, 2018).
4.5
Fifth Amendment, dated as of July 19, 2018, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease
Operating Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Global Net Lease,
Inc. on July 23, 2018).
4.6
Sixth Amendment, dated November 22, 2019, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease
Operating Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net Lease,
Inc. on November 22, 2019).
4.7
Seventh Amendment, dated December 13, 2019, to the Second Amended and Restated Agreement of Limited Partnership of Global Net
Lease Operating Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net
Lease, Inc. on December 13, 2019).
4.8
Eighth Amendment dated June 3, 2021, to Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating
Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Global Net Lease, Inc. on June
4, 2021).
4.9
Ninth Amendment dated August 6, 2021, to Second Amended and Restated Agreement of Limited Partnership of Global Net Lease
Operating Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2021, filed by Global Net Lease, Inc. on August 5, 2021).
4.10
Tenth Amendment, dated as of September 12, 2023, to the Second Amended and Restated Agreement of Limited Partnership of Global Net
Lease Operating Partnership, L.P., dated June 2, 2015 (incorporated by reference to Exhibit 4.4 to the Form 8-K filed by Global Net
Lease, Inc. on September 12, 2023).
4.11
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference
to Exhibit 4.11 to the Form 10-K filed by Global Net Lease, Inc. on February 23, 2024).
4.12
Indenture, dated as of December 16, 2020, among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., the Guarantors
party thereto and U.S. Bank National Association, as trustee (including the form of Notes) (incorporated by reference to Exhibit 4.1 to
the Form 8-K filed by Global Net Lease, Inc. on December 17, 2020).
4.13
Indenture, dated as of October 7, 2021, among The Necessity Retail REIT, Inc (f/k/a American Finance Trust, Inc.), The Necessity Retail
REIT Operating Partnership, L.P.(f/k/a American Finance Operating Partnership, L.P.), the Guarantors party thereto and U.S. Bank
National Association, as trustee (incorporated by reference to Exhibit 4.1 of The Necessity Retail REIT, Inc.’s Current Report on Form
8-K filed with the SEC on October 8, 2021).
4.14
RTL Supplemental Indenture dated September 12, 2023 by and among The Necessity Retail REIT, Inc, The Necessity Retail REIT
Operating Partnership, L.P., Global Net Lease, Inc., the guarantors thereto and U.S. Bank Trust Company, National Association, as
trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Global Net Lease, Inc. on September 12, 2023).
4.15
GNL Supplemental Indenture, dated September 12, 2023 by and among Global Net Lease, Inc., Global Net Lease Operating Partnership,
L.P., The Necessity Retail REIT, Inc, the guarantors thereto and U.S. Bank Trust Company, National Association, as trustee
(incorporated by reference to Exhibit 4.3 to the Form 8-K filed by Global Net Lease, Inc. on September 12, 2023).
4.16
Certificate of Notice of Global Net Lease, Inc., dated November 7, 2023 (incorporated by reference to Exhibit 4.5 to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 2023, filed by Global Net Lease, Inc. on November 7, 2023).
10.1
Loan Agreement, dated as of October 27, 2017, by and among the wholly-owned subsidiaries of Global Net Lease Operating Partnership,
L.P. listed on Schedule I attached thereto, as borrower, and Column Financial, Inc. and Citi Real Estate Funding, Inc., as lender
(incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed by
Global Net Lease, Inc. on November 7, 2017).
10.2
Guaranty Agreement, dated as of October 27, 2017, by Global Net Lease Operating Partnership, L.P. for the benefit of Column Financial,
Inc. and Citi Real Estate Funding, Inc. (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2017, filed by Global Net Lease, Inc. on November 7, 2017).
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10.3
Environmental Indemnity Agreement, dated as of October 27, 2017, by Global Net Lease Operating Partnership, L.P. and the wholly-owned
subsidiaries of Global Net Lease Operating Partnership, L.P. listed on Schedule I attached thereto, in favor of Column Financial, Inc.
and Citi Real Estate Funding, Inc. (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2017, filed by Global Net Lease, Inc. on November 7, 2017).
10.4
Equity Distribution Agreement, dated February 28, 2019, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership,
L.P., UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley
FBR, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America Inc.,
and Stifel, Nicolaus & Company Incorporated (incorporated by reference to Exhibit 1.7 to the Annual Report on Form 10-K for the year
ended December 31, 2018, filed by Global Net Lease, Inc. on February 28, 2019).
10.5
Amendment No. 1, dated as of May 9, 2019, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net Lease,
Inc., Global Net Lease Operating Partnership, L.P., UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities,
Inc., Mizuho Securities USA LLC (formerly known as Mizuho Securities USA Inc.), B. Riley FBR, Inc., KeyBanc Capital Markets Inc.,
BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated
and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.2 to the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2019, filed by Global Net Lease, Inc. on May 10, 2019).
10.6
Amendment No. 2, dated as of June 21, 2019, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net Lease,
Inc., Global Net Lease Operating Partnership, L.P., UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities,
Inc., Mizuho Securities USA LLC (formerly known as Mizuho Securities USA Inc.), B. Riley FBR, Inc., KeyBanc Capital Markets Inc.,
BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated,
and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by Global Net Lease, Inc. on June
21, 2019).
10.7
Amendment No. 3, dated as of November 12, 2019, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net
Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley FBR,
Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc. Stifel,
Nicolaus & Company, Incorporated and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.1 to the Form 8-K
filed by Global Net Lease, Inc. on November 12, 2019).
10.8
Amendment No. 4, dated as of March 19, 2021, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net
Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley FBR,
Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc. Stifel,
Nicolaus & Company, Incorporated and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.1 to the Form 8-K
filed by Global Net Lease, Inc. on March 19, 2021).
10.9
Amendment No. 5, dated as of November 5, 2021, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net
Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley
Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., Jefferies LLC, SMBC Nikko Securities America, Inc.
Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (incorporated by reference to
Exhibit 1.1 to the Form 8-K filed by Global Net Lease, Inc. on November 8, 2021).
10.10
Amendment No. 6, dated as of February 25, 2022, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net
Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley
Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., Jefferies LLC, SMBC Nikko Securities America, Inc.,
JMP Securities LLC, Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (incorporated by reference to Exhibit 1.1 to the Form
8-K filed by Global Net Lease, Inc. on February 25, 2022).
10.11
Amendment No. 7 dated as of August 5, 2022, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net Lease,
Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc.,
KeyBanc Capital Markets Inc., BMO Capital Markets Corp., SMBC Nikko Securities America, Inc., JMP Securities LLC, Ladenburg
Thalmann & Co. Inc., Barclays Capital Inc., Huntington Securities, Inc., Credit Suisse Securities (USA) LLC, Synovus Securities, Inc.,
Comerica Securities, Inc. and SG Americas Securities, LLC (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by Global
Net Lease, Inc. on August 5, 2022).
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10.12
Amendment No. 8, dated as of November 4, 2022, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net
Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley
Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., SMBC Nikko Securities America, Inc., JMP Securities
LLC, Ladenburg Thalmann & Co. Inc., Barclays Capital Inc., Huntington Securities, Inc., Credit Suisse Securities (USA) LLC,
Synovus Securities, Inc., Comerica Securities, Inc. and SG Americas Securities, LLC (incorporated by reference to Exhibit 1.1 to the
Form 8-K filed by Global Net Lease, Inc. on November 7, 2022).
10.13
Amendment No. 9, dated as of November 9, 2023, to Equity Distribution Agreement, dated February 28, 2019, by and among Global Net
Lease, Inc., Global Net Lease Operating Partnership, L.P., Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley
Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., SMBC Nikko Securities America, Inc., JMP Securities
LLC, Ladenburg Thalmann & Co. Inc., Barclays Capital Inc., Huntington Securities, Inc., Credit Suisse Securities (USA) LLC,
Synovus Securities, Inc., Comerica Securities, Inc. and SG Americas Securities, LLC (incorporated by reference to Exhibit 1.1 to the
Form 8-K filed by Global Net Lease, Inc. on November 13, 2023).
10.14
First Amended and Restated Guaranty, dated as of August 1, 2019, by the Company, ARC Global Holdco, LLC, Global II Holdco, LLC and
the other subsidiary parties thereto for the benefit of KeyBank National Association and the other lender parties thereto (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed by Global Net Lease, Inc. on August 6, 2019).
10.15
First Amended & Restated Contribution Agreement, dated as of August 1, 2019, by and among the Company, Global Net Lease Operating
Partnership, L.P., ARC Global Holdco, LLC, ARC Global II Holdco, LLC, the other subsidiary parties thereto (incorporated by
reference to Exhibit 10.3 to the Form 8-K filed by Global Net Lease, Inc. on August 6, 2019).
10.16
Loan Agreement, dated as of September 12, 2019, by and among the borrowers party thereto, and KeyBank National Association, as lender
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net Lease, Inc. on September 18, 2019).
10.17
Form of Promissory Note, dated as of September 12, 2019, by the borrowers party thereto in favor of
KeyBank National Association, as lender (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Global Net Lease, Inc. on
September 18, 2019).
10.18
Guaranty Agreement, dated as of September 12, 2019, by Global Net Lease Operating Partnership, L.P. in favor of KeyBank National
Association, as lender(incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Global Net Lease, Inc. on September 18,
2019).
10.19
Environmental Indemnity Agreement, dated as of September 12, 2019, by the borrowers party thereto and Global Net Lease Operating
Partnership, L.P. in favor of KeyBank National Association, as indemnitee (incorporated by reference to Exhibit 10.4 to the Form 8-K
filed by Global Net Lease, Inc. on September 18, 2019).
10.20
Equity Distribution Agreement, dated December 13, 2019, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership,
L.P. and B. Riley FBR, Inc., BMO Capital Markets Corp., Ladenburg Thalmann & Co. Inc., D.A. Davidson & Co., and KeyBanc
Capital Markets Inc. (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by Global Net Lease, Inc. on December 13, 2019).
10.21
Amendment No. 1, dated as of August 6, 2021, to Equity Distribution Agreement, dated December 13, 2019, by and among Global Net
Lease, Inc., Global Net Lease Operating Partnership, L.P., B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital
Markets Corp., Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (incorporated by reference to Exhibit 1.1 to the Form 8-K
filed by Global Net Lease, Inc. on August 6, 2021).
10.22
Amendment No. 2, dated as of November 4, 2022, to Equity Distribution Agreement, dated December 13, 2019, by and among Global Net
Lease, Inc., Global Net Lease Operating Partnership, L.P., B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital
Markets Corp., Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. (incorporated by reference to Exhibit 1.2 to the Form 8-K
filed by Global Net Lease, Inc. on November 7, 2022).
10.23 * +
Amended and Restated Form of Indemnification Agreement.
10.24 +
 2021 Omnibus Incentive Compensation Plan of Global Net Lease, Inc. (incorporated by reference to Annex A to the Definitive Proxy
Statement on Schedule 14A filed by Global Net Lease, Inc. on February 26, 2021).
10.25 +
2021 Advisor Omnibus Incentive Compensation Plan of Global Net Lease, Inc. (incorporated by reference to Annex B to the Definitive
Proxy Statement on Schedule 14A filed by Global Net Lease, Inc. on February 26, 2021).
10.26
Supplemental Agreement dated July 8, 2021, to Investment Facility Agreement, dated August 13, 2018, as amended, among the borrower
and guarantor entities thereto and Lloyds Bank PLC(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q
for the quarter ended June 30, 2021, filed by Global Net Lease, Inc. on August 5, 2021).
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10.27
Second Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among Global Net Lease Operating Partnership, L.P., as
borrower, Global Net Lease, Inc. and the other guarantors party thereto, KeyBank National Association, as agent, and the other lender
parties thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net Lease, Inc. on April 11, 2022).
10.28
Omnibus Amendment to Guaranty and Contribution Agreement, dated as of April 8, 2022, by Global Net Lease, Inc., ARC Global Holdco,
LLC, Global II Holdco, LLC and the other subsidiary parties thereto for the benefit of KeyBank National Association and the other
lender parties thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Global Net Lease, Inc. on April 11, 2022).
10.29
First Amendment, dated as of July 26, 2022, to Second Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among
Global Net Lease Operating Partnership, L.P., as borrower, Global Net Lease, Inc. and the other guarantors party thereto, KeyBank
National Association, as agent, and the other lender parties thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by
Global Net Lease, Inc. on July 29, 2022).
10.30
Cooperation Agreement and Release dated as of June 4, 2023 by and among Global Net Lease, Inc., The Necessity Retail REIT, Inc., Global
Net Lease Advisors, LLC, Global Net Lease Properties, LLC, Necessity Retail Advisors, LLC, Necessity Retail Properties, LLC, AR
Global Investments, LLC, Blackwells Capital LLC, Blackwells Onshore I LLC, Jason Aintabi, Related Fund Management, LLC, Jim
Lozier and Richard O’Toole (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net Lease, Inc. on June 5,
2023).
10.31
GNL Credit Facility Amendment dated September 12, 2023, by and among Global Net Lease Operating Partnership, L.P., as borrower,
Global Net Lease, Inc. and the other guarantors party thereto, KeyBank National Association, as agent, and the other lender parties
thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net Lease, Inc. on September 12, 2023).
10.32
Loan Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto, as borrowers, and Column Financial,
Inc., as lender (incorporated by reference to Exhibit 10.1 to The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on July
28, 2020 (File No. 001-38597)).
10.33
Limited Recourse Guaranty, dated as of July 24, 2020, in favor of Column Financial, Inc. (incorporated by reference to Exhibit 10.2 to The
Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on July 28, 2020 (File No. 001-38597)).
10.34
Environmental Indemnity Agreement, dated as of July 24, 2020, by and among the entities listed on Schedule I thereto, American Finance
Operating Partnership, L.P. and Column Financial, Inc. (incorporated by reference to Exhibit 10.3 to The Necessity Retail REIT, Inc.’s
Current Report on Form 8-K filed on July 28, 2020 (File No. 001-38597)).
10.35
Loan Agreement dated as of December 8, 2017 among Societe Generale and UBS AG as Lenders and the borrowers thereto (incorporated by
reference to Exhibit 10.19 to The Necessity Retail REIT, Inc.’s Annual Report on Form 10-K filed on March 19, 2018 (File No. 001-
38597)).
10.36
Guaranty of Recourse Obligations dated as of December 8, 2017 in favor of Societe Generale and UBS AG (incorporated by reference to
Exhibit 10.20 to The Necessity Retail REIT, Inc.’s Annual Report on Form 10-K filed on March 19, 2018 (File No. 001-38597)).
10.37
Loan Agreement, dated as of August 30, 2023, among the borrower entities party thereto, and Barclays Capital Real Estate Inc., Société
Générale Financial Corporation, Bank of Montreal, and KeyBank National Association (incorporated by reference to Exhibit 10.1 to
The Necessity Retail REIT, Inc.’s Current Report on Form 8-K filed on September 5, 2023 (File No. 001-38597)).
10.38
Guaranty Agreement, dated as of September 12, 2023, in favor of Barclays Capital Real Estate Inc., Société Générale Financial Corporation,
Bank of Montreal, and KeyBank National Association (incorporated by reference to Exhibit 10.8 to the Form 8-K filed by Global Net
Lease, Inc. on September 12, 2023).
10.39
Environmental Indemnity Agreement, dated as of September 12, 2023, by Global Net Lease, Inc. and the borrower entities party thereto, for
the benefit of Barclays Capital Real Estate Inc., Société Générale Financial Corporation, Bank of Montreal, and KeyBank National
Association. (incorporated by reference to Exhibit 10.9 to the Form 8-K filed by Global Net Lease, Inc. on September 12, 2023).
10.40
Registration Rights and Stockholders Agreement dated September 12, 2023, by and between Global Net Lease, Inc., AR Global
Investments, LLC, Global Net Lease Special Limited Partnership, LLC, and Necessity Retail Space Limited Partner, LLC (incorporated
by reference to Exhibit 10.10 to the Form 8-K filed by Global Net Lease, Inc. on September 12, 2023).
10.41
Amended and Restated Ownership Limit Waiver Agreement, dated November 6, 2023, by and between Global Net Lease, Inc. and Nicholas
S. Schorsch and certain related trusts (incorporated by reference to Exhibit 10.16 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2023, filed by Global Net Lease, Inc. on November 7, 2023).
10.42
Amended and Restated Ownership Limit Waiver Agreement, dated November 6, 2023, by and between Global Net Lease, Inc. and Shelley
D. Schorsch and certain related trusts (incorporated by reference to Exhibit 10.17 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2023, filed by Global Net Lease, Inc. on November 7, 2023).
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10.43
Ownership Limit Waiver Agreement, dated September 12, 2023, by and between Global Net Lease, Inc. and Bellevue Capital Partners, LLC
on its own behalf and on behalf of Global Net Lease Special Limited Partnership, LLC, AR Capital Global Holdings, LLC, AR Global
Investments, LLC, American Realty Capital Global II (incorporated by reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2023, filed by Global Net Lease, Inc. on November 7, 2023).
10.44 +
2024 Annual Bonus Program (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Global Net Lease, Inc. on December 4,
2023).
10.45 +
Form of Restricted Stock Unit Award Agreement (Form A) (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Global Net
Lease, Inc. on December 4, 2023).
10.46 +
Form of Restricted Stock Unit Award Agreement (Form B) (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Global Net
Lease, Inc. on December 4, 2023).
10.47 +
Form of Performance Stock Unit Award Agreement (Form A) (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by Global
Net Lease, Inc. on December 4, 2023).
10.48 +
Form of Performance Stock Unit Award Agreement (Form B) (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by Global
Net Lease, Inc. on December 4, 2023).
10.49 +
Form of Restricted Stock Unit Award Agreement (Directors) (incorporated by reference to Exhibit 10.61 to the Form 10-K filed by Global
Net Lease, Inc. on February 27, 2024).
10.50 +
2018 Omnibus Incentive Compensation Plan of The Necessity Retail REIT, Inc. (incorporated by reference to Exhibit 10.6 to the Form 8-K
filed by The Necessity Retail REIT, Inc. on July 19, 2018).
10.51 +
Non-Employee Director Compensation Guidelines (incorporated by reference to Exhibit 10.63 to the Form 10-K filed by Global Net Lease,
Inc. on February 27, 2024).
10.52 +
Employment Agreement, dated December 20, 2023, between Global Net Lease, Inc. and Christopher J. Masterson (incorporated by
reference to Exhibit 10.64 to the Form 10-K filed by Global Net Lease, Inc. on February 27, 2024).
10.53 +
Employment Agreement, dated September 18, 2023, between Global Net Lease, Inc. and Jesse C. Galloway (incorporated by reference to
Exhibit 10.65 to the Form 10-K filed by Global Net Lease, Inc. on February 27, 2024).
10.54 +
Non-Competition Agreement, dated as of May 23, 2023, by and among Global Net Lease, Inc. and Edward M. Weil, Jr. (incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by Global Net Lease, Inc. on May 26, 2023).
10.55 +
Separation Agreement, dated March 8, 2024, by and between Global Net Lease, Inc. and James L. Nelson (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by Global Net Lease, Inc. on March 11, 2024).
10.56 ***
Loan Agreement, dated as of April 5, 2024, among the borrower entities party thereto, Bank of Montreal, Barclays Capital Real Estate Inc.,
Societe Generale Financial Corporation, and KeyBank National Association (incorporated by reference to Exhibit 10.1 to the Form 8-K
filed by Global Net Lease, Inc. on April 10, 2024).
10.57
Guaranty Agreement, dated as of April 5, 2024, by Global Net Lease Operating Partnership, L.P. in favor of Bank of Montreal, Barclays
Capital Real Estate Inc., Societe Generale Financial Corporation, and KeyBank National Association (incorporated by reference to
Exhibit 10.2 to the Form 8-K filed by Global Net Lease, Inc. on April 10, 2024).
10.58 ***
Environmental Indemnity Agreement, dated as of April 5, 2024, by Global Net Lease Operating Partnership, L.P. and the borrower entities
party thereto, for the benefit of Bank of Montreal, Barclays Capital Real Estate Inc., Societe Generale Financial Corporation, and
KeyBank National Association (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Global Net Lease, Inc. on April 10,
2024).
10.59 ****+
Employment Agreement, dated as of November 21, 2024, by and between Global Net Lease, Inc. and Edward M. Weil, Jr. (incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by Global Net Lease, Inc. on November 22, 2024).
19.1 *
Global Net Lease, Inc. Insider Trading Policy.
21.1 *
  List of Subsidiaries.
23.1 *
Consent of PricewaterhouseCoopers LLP.
31.1 *
  Certification of the Principal Executive Officer of Global Net Lease, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
  Certification of the Principal Financial Officer of Global Net Lease, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 ++
  Written statements of the Principal Executive Officer and Principal Financial Officer of Global Net Lease, Inc. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Global Net Lease, Inc. Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 to the Form 10-K filed by Global Net Lease,
Inc. on February 27, 2024).
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101.INS *
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.
101.SCH *
Inline XBRL Taxonomy Extension Schema Document.
101.CAL *
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF *
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB *
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE *
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 *
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
_________________
*
 Filed herewith
+ Indicates a management contract or compensatory plan.
++ Furnished herewith
** Pursuant to Item 601(b)(2) of Regulation S-K, the Company has omitted certain schedules and exhibits and shall furnish supplementally to the SEC copies of any of the omitted schedules and exhibits
upon request by the SEC.
*** Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because the Company customarily and actually treats the omitted portions as private or confidential, and
such portions are not material and would likely cause competitive harm to the Company if publicly disclosed. The Company will supplementally provide a copy of an unredacted copy of this exhibit
to the SEC or its staff upon request.
**** Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision
and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the SEC or its staff upon request.
Item 16. Form 10-K Summary.
None.
74

Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized this 27th day of February, 2025.
 
GLOBAL NET LEASE, INC.
By:
/s/ Edward M. Weil, Jr.
Edward M. Weil, Jr.
CHIEF EXECUTIVE OFFICER AND PRESIDENT (PRINCIPAL EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Capacity
Date
/s/ P. Sue Perrotty
Independent Director, Non-Executive Chair of the Board of Directors
February 27, 2025
P. Sue Perrotty
/s/ Edward M. Weil, Jr.
Director, Chief Executive Officer and President
(Principal Executive Officer)
February 27, 2025
Edward M. Weil, Jr.
/s/ Christopher J. Masterson
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
February 27, 2025
Christopher J. Masterson
/s/ M. Therese Antone
Independent Director, Compensation Committee Chair
February 27, 2025
M. Therese Antone
/s/ Lisa D. Kabnick
Independent Director
February 27, 2025
Lisa D. Kabnick
/s/ Robert I. Kauffman
Independent Director
February 27, 2025
Robert I. Kauffman
/s/ Leslie D. Michelson
Independent Director, Nominating and Corporate Governance Committee Chair
February 27, 2025
Leslie D. Michelson
/s/ Michael J.U. Monahan
Independent Director
February 27, 2025
Michael J.U. Monahan
/s/ Stanley R. Perla
Independent Director, Audit Committee Chair
February 27, 2025
Stanley R. Perla
/s/ Edward G. Rendell
Independent Director
February 27, 2025
Edward G. Rendell
75

GLOBAL NET LEASE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-4
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022
F-5
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022
F-6
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
F-9
Notes to Consolidated Financial Statements
F-11
Financial Statement Schedule:
Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2024
F-58
Financial statement schedules other than those listed above are omitted because the required information is given in the financial statements, including the notes
thereto, or because the conditions requiring their filing do not exist.
F-1

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Global Net Lease, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Global Net Lease, Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023,
and the related consolidated statements of operations, of comprehensive loss, of equity and of cash flows for each of the three years in the period ended December
31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial
statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with
accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Reporting on Internal Control over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
F-2

Report of Independent Registered Public Accounting Firm
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Impairment Assessments of Real Estate Investments
As described in Notes 2 and 4 to the consolidated financial statements, the Company’s total real estate investments, at cost was $7,527.9 million as of December 31,
2024. The Company recorded impairment charges of $90.4 million related to real estate investments for the year ended December 31, 2024. Management assesses
each of the Company’s real estate properties for indicators of impairment quarterly or when circumstances indicate that the property may be impaired. When
indicators of potential impairment are present that suggest that the carrying amounts may not be recoverable, management assesses the recoverability by
determining whether the carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and
their eventual disposition over an estimated hold period. If management believes there is a significant possibility that the Company might dispose of the assets
earlier, management assesses the recoverability using a probability weighted analysis of the estimated undiscounted future cash flows over the various possible
holding periods. If the recoverability assessment indicates that the carrying value of the real estate investment is not recoverable from the estimated undiscounted
future cash flows, management will record an impairment to the extent that the carrying value of the property exceeds its estimated fair value. Management
estimated the fair value of the Company’s impaired properties based on contract prices or market comparable transactions. Management’s estimation of future cash
flows includes significant judgments and is based on various assumptions, including but not limited to, market rental rates, capitalization rates and hold periods.
The principal considerations for our determination that performing procedures relating to the impairment assessments of real estate investments is a critical audit
matter are (i) the significant judgment by management when developing the estimated undiscounted future cash flows of the real estate investments; (ii) a high
degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to market rental rates,
capitalization rates, and hold periods; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial
statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessments of real estate investments, including
controls over the development of the estimated undiscounted future cash flows of the real estate investments. These procedures also included, among others (i)
testing management’s process for developing the estimated undiscounted future cash flows of the real estate investments; (ii) evaluating the appropriateness of the
undiscounted future cash flow models used by management; (iii) testing the completeness and accuracy of the underlying data used in the undiscounted future cash
flow models; and (iv) evaluating the reasonableness of the significant assumptions used by management related to market rental rates, capitalization rates, and hold
periods used in the undiscounted future cash flow models. Evaluating the reasonableness of the significant assumptions used by management involved considering
(i) the consistency with external market and industry data and (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the application of the undiscounted future cash flow models and (ii) the
reasonableness of the market rental rate and capitalization rate assumptions.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 27, 2025
We have served as the Company’s auditor since 2015.
F-3

GLOBAL NET LEASE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
2024
2023
ASSETS
 
Real estate investments, at cost (Note 4):
Land
$
1,172,146 
$
1,430,607 
Buildings, fixtures and improvements
5,293,468 
5,842,314 
Construction in progress
4,350 
23,242 
Acquired intangible lease assets
1,057,967 
1,359,981 
Total real estate investments, at cost
7,527,931 
8,656,144 
Less accumulated depreciation and amortization
(1,164,629)
(1,083,824)
Total real estate investments, net
6,363,302 
7,572,320 
Assets held for sale
17,406 
3,188 
Cash and cash equivalents
159,698 
121,566 
Restricted cash
64,510 
40,833 
Derivative assets, at fair value (Note 9)
2,471 
10,615 
Unbilled straight-line rent
99,501 
84,254 
Operating lease right-of-use asset (Note 11)
74,270 
77,008 
Prepaid expenses and other assets
108,562 
121,997 
Deferred tax assets
4,866 
4,808 
Goodwill
51,370 
46,976 
Deferred financing costs, net
9,808 
15,412 
Total Assets
$
6,955,764 
$
8,098,977 
LIABILITIES AND EQUITY
 
 
Mortgage notes payable, net (Note 5)
$
2,221,706 
$
2,517,868 
Revolving credit facility (Note 6)
1,390,292 
1,744,182 
Senior notes, net (Note 7)
906,101 
886,045 
Acquired intangible lease liabilities, net
76,800 
95,810 
Derivative liabilities, at fair value (Note 9)
3,719 
5,145 
Accounts payable and accrued expenses
75,735 
99,014 
Operating lease liability (Note 11)
48,333 
48,369 
Prepaid rent
28,734 
46,213 
Deferred tax liability
5,477 
6,009 
Dividends payable
11,909 
11,173 
Total Liabilities
4,768,806 
5,459,828 
Commitments and contingencies (Note 11)
— 
— 
Stockholders’ Equity (Note 10):
7.25% Series A cumulative redeemable preferred stock, $0.01 par value, liquidation preference $25.00 per share, 9,959,650 shares
authorized, 6,799,467 shares issued and outstanding as of December 31, 2024 and 2023
68 
68 
6.875% Series B cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 11,450,000
shares authorized, 4,695,887 shares issued and outstanding as of December 31, 2024 and 2023
47 
47 
7.500% Series D cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 7,933,711 shares
authorized, issued and outstanding as of December 31, 2024 and 2023
79 
79 
7.375% Series E cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 4,595,175 shares
authorized, issued and outstanding as of December 31, 2024 and 2023
46 
46 
Common stock, $0.01 par value, 250,000,000 shares authorized, 231,051,139 and 230,885,197 shares issued and outstanding as of December 31,
2024 and 2023, respectively
3,640 
3,639 
Additional paid-in capital
4,359,264 
4,350,112 
Accumulated other comprehensive loss income
(25,844)
(14,096)
Accumulated deficit
(2,150,342)
(1,702,143)
Total Stockholders’ Equity
2,186,958 
2,637,752 
Non-controlling interest
— 
1,397 
Total Equity
2,186,958 
2,639,149 
Total Liabilities and Equity
$
6,955,764 
$
8,098,977 
The accompanying notes are an integral part of these consolidated financial statements.
F-4

GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
 
Year Ended December 31,
2024
2023
2022
Revenue from tenants
$
805,010 
$
515,070 
$
378,857 
 Expenses:
 
 
Property operating
142,497 
67,839 
32,877 
Operating fees to related parties
— 
28,283 
40,122 
Impairment charges
90,410 
68,684 
21,561 
 Merger, transaction and other costs
6,026 
54,492 
244 
Settlement costs
— 
29,727 
— 
General and administrative
57,734 
40,187 
17,737 
Equity-based compensation
8,931 
17,297 
12,072 
Depreciation and amortization
349,943 
222,271 
154,026 
Total expenses
655,541 
528,780 
278,639 
Operating income (loss) before gain (loss) on dispositions of real estate
investments
149,469 
(13,710)
100,218 
Gain (loss) on dispositions of real estate investments
57,015 
(1,672)
325 
Operating income (loss)
206,484 
(15,382)
100,543 
Other income (expense):
Interest expense
(326,932)
(179,411)
(97,510)
Loss on extinguishment and modification of debt
(15,877)
(1,221)
(2,040)
Gain (loss) on derivative instruments
4,229 
(3,691)
18,642 
Unrealized gains on undesignated foreign currency advances and other hedge
ineffectiveness
3,249 
— 
2,439 
Other income
1,720 
2,270 
981 
Total other expense, net
(333,611)
(182,053)
(77,488)
Net (loss) income before income tax
(127,127)
(197,435)
23,055 
Income tax expense
(4,445)
(14,475)
(11,032)
Net (loss) income
(131,572)
(211,910)
12,023 
Preferred stock dividends
(43,744)
(27,438)
(20,386)
Net loss attributable to common stockholders
$
(175,316)
$
(239,348)
$
(8,363)
Basic and Diluted Loss Per Common Share:
Net loss per share attributable to common stockholders — Basic
$
(0.76)
$
(1.71)
$
(0.09)
Net loss per share attributable to common stockholders — Diluted
$
(0.76)
$
(1.71)
$
(0.09)
Weighted average common shares outstanding:
Basic
230,440,385 
142,584,332 
103,686,395 
Diluted
230,440,385 
142,584,332 
103,686,395 
The accompanying notes are an integral part of these consolidated financial statements.
F-5

GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
 
Year Ended December 31,
2024
2023
2022
Net (loss) income
$
(131,572)
$
(211,910)
$
12,023 
Other comprehensive (loss) income
Cumulative translation adjustment
(5,029)
7,015 
(42,794)
Designated derivatives, fair value adjustments
(6,719)
(22,258)
28,395 
Other comprehensive loss
(11,748)
(15,243)
(14,399)
Comprehensive loss
(143,320)
(227,153)
(2,376)
Preferred stock dividends
(43,744)
(27,438)
(20,386)
Comprehensive loss attributable to common stockholders
$
(187,064)
$
(254,591)
$
(22,762)
The accompanying notes are an integral part of these consolidated financial statements.
F-6

GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2024, 2023 and 2022
(In thousands, except share data)
Series A Preferred
Stock
Series B Preferred
Stock
Series D Preferred
Stock
Series E Preferred
Stock
Common Stock
 
Number
of
Shares
Par
Value
Number
of
Shares
Par
Value
Number of
Shares
Par
Value
Number of
Shares
Par
Value
Number of
Shares
Par
Value
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
Non-
controlling
interest
Total
Equity
Balance, December 31,
2021
6,799,467 
$
68 
4,503,893 
$
45 
— 
$
— 
— 
$
— 
103,900,452 
$ 2,369 
$ 2,675,154 
$
15,546 
$ (1,072,462)
$
1,620,720 
$
5,915 
$ 1,626,635 
Issuance of Common Stock,
net
— 
— 
— 
— 
— 
— 
— 
— 
70,218 
1 
893 
— 
— 
894 
— 
894 
Issuance of Series B
Preferred Stock, net
— 
— 
191,994 
2 
— 
— 
— 
— 
— 
— 
4,721 
— 
— 
4,723 
— 
4,723 
Dividends declared:
Common Stock, $1.60 per
share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(166,556)
(166,556)
— 
(166,556)
Series A Preferred Stock,
$1.81 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(12,324)
(12,324)
— 
(12,324)
Series B Preferred Stock,
$1.72 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(8,062)
(8,062)
— 
(8,062)
Equity-based
compensation, net of
forfeitures
— 
— 
— 
— 
— 
— 
— 
— 
224,662 
2 
3,087 
— 
— 
3,089 
8,983 
12,072 
Common shares
repurchased
upon vesting of restricted
stock
— 
— 
— 
— 
— 
— 
— 
— 
(53,433)
(1)
(686)
— 
— 
(687)
— 
(687)
Distributions to non-
controlling interest
holders
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(400)
(400)
— 
(400)
Net income
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
12,023 
12,023 
— 
12,023 
Cumulative translation
adjustment
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(42,794)
— 
(42,794)
— 
(42,794)
Designated derivatives, fair
value adjustments
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
28,395 
— 
28,395 
— 
28,395 
Balance, December 31,
2022
6,799,467 
68 
4,695,887 
47 
— 
— 
— 
— 
104,141,899 
2,371 
2,683,169 
1,147 
(1,247,781)
1,439,021 
14,898 
1,453,919 
Settlement and consulting
costs paid with Common
Stock (Note 10)
— 
— 
— 
— 
— 
— 
— 
— 
2,199,832 
22 
21,867 
— 
— 
21,889 
— 
21,889 
Common stock issued for
earned and vested GNL
LTIP Units
— 
— 
— 
— 
— 
— 
— 
— 
883,750 
9 
27,666 
— 
— 
27,675 
(27,675)
— 
Common Stock issuance
costs
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(138)
— 
— 
(138)
— 
(138)
Consideration for the
Mergers:
   Issuance of Common
Stock
— 
— 
— 
— 
— 
— 
— 
— 
123,257,677 
1,233 
1,368,160 
— 
— 
1,369,393 
— 
1,369,393 
   Issuance of Restricted
Shares
— 
— 
— 
— 
— 
— 
— 
— 
221,136 
2 
— 
— 
— 
2 
— 
2 
   Issuance of Series D
Preferred Stock
— 
— 
— 
— 
7,933,711 
79 
— 
— 
— 
— 
155,501 
— 
— 
155,580 
— 
155,580 
   Issuance of Series E
Preferred Stock
— 
— 
— 
— 
— 
— 
4,595,175 
46 
— 
— 
90,709 
— 
— 
90,755 
— 
90,755 
   Issuance of Class A Units
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
1,287 
1,287 
Dividends declared:
Common Stock, $1.55 per
share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(207,220)
(207,220)
— 
(207,220)
Series A Preferred Stock,
$1.81 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(12,324)
(12,324)
— 
(12,324)
Series B Preferred Stock
$1.72 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(8,072)
(8,072)
— 
(8,072)
   Series D Preferred
Stock, $0.94 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(7,437)
(7,437)
— 
(7,437)
   Series E Preferred
Stock, $0.92 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(4,236)
(4,236)
— 
(4,236)
Equity-based
compensation, net of
forfeitures
— 
— 
— 
— 
— 
— 
— 
— 
287,933 
3 
4,366 
— 
— 
4,369 
12,928 
17,297 
Common shares
repurchased
upon vesting of restricted
stock
— 
— 
— 
— 
— 
— 
— 
— 
(107,030)
(1)
(1,188)
— 
— 
(1,189)
— 
(1,189)
Distributions to non-
controlling interest
holders
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(3,163)
(3,163)
(41)
(3,204)
Net loss
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(211,910)
(211,910)
— 
(211,910)
Cumulative translation
adjustment
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
7,015 
— 
7,015 
— 
7,015 
F-7

GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2024, 2023 and 2022
(In thousands, except share data)
Designated derivatives, fair
value adjustments
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(22,258)
— 
(22,258)
— 
(22,258)
Balance, December 31, 2023
6,799,467 
68 
4,695,887 
47 
7,933,711 
79 
4,595,175 
46 
230,885,197 
3,639 
4,350,112 
(14,096)
(1,702,143)
2,637,752 
1,397 
2,639,149 
Common Stock issuance costs
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
Dividends declared:
  Common Stock, $1.18 per
share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(272,883)
(272,883)
— 
(272,883)
  Series A Preferred Stock,
$1.81 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(12,324)
(12,324)
— 
(12,324)
  Series B Preferred Stock
$1.72 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(8,072)
(8,072)
— 
(8,072)
   Series D Preferred Stock,
$1.88 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(14,876)
(14,876)
— 
(14,876)
   Series E Preferred Stock,
$1.84 per share
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(8,472)
(8,472)
— 
(8,472)
Equity-based compensation,
net of forfeitures
— 
— 
— 
— 
— 
— 
— 
— 
121,900 
1 
8,931 
— 
— 
8,932 
— 
8,932 
Common shares withheld
upon vesting of restricted
stock
— 
— 
— 
— 
— 
— 
— 
— 
(71,815)
(1)
(1,038)
— 
— 
(1,039)
— 
(1,039)
Distributions to non-
controlling interest holders
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(137)
(137)
Net loss
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(131,572)
(131,572)
— 
(131,572)
Cumulative translation
adjustment
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(5,029)
— 
(5,029)
— 
(5,029)
Designated derivatives, fair
value adjustments
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(6,719)
— 
(6,719)
— 
(6,719)
Exchange of Class A Units for
Common Stock
— 
— 
— 
— 
— 
— 
— 
— 
115,857 
1 
1,259 
— 
— 
1,260 
(1,260)
— 
Balance, December 31, 2024
6,799,467 
$ 68 
4,695,887 
$
47 
7,933,711 
$
79 
4,595,175 
$
46 
231,051,139 
$ 3,640 
$ 4,359,264 
$
(25,844)
$ (2,150,342)
$
2,186,958 
$
— 
$ 2,186,958 
The accompanying notes are an integral part of these consolidated financial statements.
F-8

GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities:
 
Net (loss) income
$
(131,572)
$
(211,910)
$
12,023 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
Depreciation
176,209 
121,313 
96,188 
Amortization of intangibles
173,734 
100,958 
57,838 
Amortization of deferred financing costs
9,980 
8,622 
9,494 
Amortization of discounts on mortgages and senior notes
68,591 
18,916 
939 
Amortization of below-market lease liabilities
(11,634)
(5,865)
(3,531)
Amortization of above-market lease assets
17,964 
10,582 
3,990 
Amortization related to right-of-use assets
1,173 
886 
844 
Amortization of lease incentives
1,243 
861 
1,362 
Unbilled straight-line rent
(19,150)
(10,396)
(9,608)
Termination fee - receipt
— 
— 
8,558 
Equity-based compensation
8,931 
17,297 
12,072 
Unrealized (gains) losses on foreign currency transactions, derivatives, and other
(3,418)
7,286 
(9,366)
Unrealized (gains) on undesignated foreign currency advances and other hedge ineffectiveness
(3,249)
— 
(2,439)
Loss on extinguishment and modification of debt
15,877 
1,221 
2,040 
(Gain) loss on dispositions of real estate investments
(57,015)
1,672 
(325)
Lease incentive and commission payments
(7,760)
(2,777)
(6,339)
Impairment charges
90,410 
68,684 
21,561 
   Settlement and consulting costs paid with common stock
— 
21,889 
— 
Changes in operating assets and liabilities, net:
Prepaid expenses and other assets
6,207 
7,604 
(3,684)
Deferred tax assets
428 
(2,213)
(2,214)
Accounts payable and accrued expenses
(22,184)
(9,636)
(3,047)
Prepaid rent
(15,536)
(682)
(4,300)
Deferred tax liability
241 
(569)
(236)
Net cash, cash equivalents and restricted cash provided by operating activities
299,470 
143,743 
181,820 
Cash flows from investing activities:
Investment in real estate and real estate related assets
— 
(134,101)
(33,894)
Cash used in business combination, net of cash acquired
— 
(451,384)
— 
Deposits for real estate investments
— 
— 
(7,379)
Capital expenditures
(45,628)
(47,296)
(29,942)
Net proceeds from dispositions of real estate investments
803,412 
80,882 
54,678 
Proceeds from insurance claims
2,117 
— 
— 
Net cash, cash equivalents and restricted cash provided by (used in) investing activities
759,901 
(551,899)
(16,537)
Cash flows from financing activities:
 
Borrowings under revolving credit facilities
486,262 
1,054,945 
180,170 
Repayments on revolving credit facilities
(808,620)
— 
— 
Proceeds from mortgage notes payable
317,527 
— 
— 
Principal payments on mortgage notes payable
(649,689)
(340,444)
(136,700)
Penalties and charges related to repayments and early repayments of debt
(15,877)
(986)
(487)
Common shares repurchased upon vesting of restricted stock
(1,038)
(1,188)
(686)
Common Stock issuance (costs) proceeds, net
— 
(138)
894 
Series B Preferred Stock issuance proceeds, net
— 
— 
4,723 
Payments of financing costs
(7,605)
(6,750)
(10,116)
Dividends paid on Common Stock
(272,435)
(206,994)
(166,837)
Dividends paid on Series A Preferred Stock
(12,324)
(12,324)
(12,324)
Dividends paid on Series B Preferred Stock
(8,072)
(8,072)
(7,979)
Dividends paid on Series D Preferred Stock
(14,876)
(3,718)
— 
Dividends paid on Series E Preferred Stock
(8,472)
(2,118)
— 
Distributions to non-controlling interest holders
(137)
(3,204)
(400)
Net cash, cash equivalents and restricted cash (used in) provided by financing activities
(995,356)
469,009 
(149,742)
Net change in cash, cash equivalents and restricted cash
64,015 
60,853 
15,541 
Effect of exchange rate changes on cash
(2,206)
(2,899)
(4,407)
Cash, cash equivalents and restricted cash at beginning of period
162,399 
104,445 
93,311 
Cash, cash equivalents and restricted cash at end of period
$
224,208 
$
162,399 
$
104,445 
The accompanying notes are an integral part of these consolidated financial statements.
F-9

GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2024
2023
2022
Cash and cash equivalents, end of period
$
159,698 
$
121,566 
$
103,335 
Restricted cash, end of period
64,510 
40,833 
1,110 
Cash, cash equivalents and restricted cash, end of period
$
224,208 
$
162,399 
$
104,445 
Supplemental Disclosures:
Cash paid for interest
$
249,055 
$
136,510 
$
87,362 
Cash paid for income taxes
13,125 
12,500 
13,740 
Non-Cash Activity:
RTL mortgages assumed in business combination
$
— 
$
1,740,232 
$
— 
Discount on mortgages assumed in business combination
$
— 
$
(152,777)
$
— 
RTL senior notes assumed in business combination
$
— 
$
500,000 
$
— 
Discount on senior notes assumed in business combination
$
— 
$
(113,750)
$
— 
Equity issued in business combination
$
— 
$
1,617,015 
$
— 
Term Loan converted to Revolving Credit Facility
$
— 
$
— 
$
268,511 
Loss on extinguishment and modification of debt
$
— 
$
235 
$
1,553 
Accrued capital expenditures
$
333 
$
— 
$
— 
The accompanying notes are an integral part of these consolidated financial statements.
F-10

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Note 1 — Organization
Global Net Lease, Inc. (the “Company”) is 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. Historically, the
Company 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 The Necessity Retail REIT, Inc. (“RTL”) in the quarter ended September 2023, the
Company acquired a diversified portfolio of 989 properties consisting of primarily necessity-based retail single-tenant and multi-tenant properties located in the
U.S. Until September 12, 2023, the Company was managed by Global Net Lease Advisors, LLC (“Advisor”), who managed the Company’s day-to-day business
with the assistance of the Company’s property manager, Global Net Lease Properties, LLC (“Property Manager”), who managed and leased properties to third
parties. 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 the Company. On September 12, 2023, the Company
internalized its advisory and property management functions, as well as the advisory and property management functions of RTL. For additional information on the
acquisition of RTL and the internalization of the Company’s and RTL’s advisory and property management functions, see Note 3 — The Mergers and Note 12 —
Related Party Transactions.
As of December 31, 2024, the Company owned 1,121 properties (all references to number of properties, square footage and industry types are unaudited)
consisting of 60.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 6.2 years. Based on the percentage of
annualized rental income on a straight-line basis as of December 31, 2024, approximately 80% of the Company’s properties were located in the U.S. and Canada
and approximately 20% were located in Europe. In addition, as of December 31, 2024, the Company’s portfolio was comprised of 34% Industrial & Distribution
properties, 28% Multi-Tenant retail properties, 21% Single-Tenant Retail properties and 17% Office properties. These represent the Company’s 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. The straight-line rent includes amounts for tenant concessions.
Substantially all of our business is conducted through Global Net Lease Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and The
Necessity Retail REIT Operating Partnership, L.P., a Delaware limited partnership (“RTL OP,” and together with the OP, the “OPs”) and each of their wholly-
owned subsidiaries.
The Company’s single-tenant properties and our multi-tenant anchor spaces are leased primarily to “Investment Grade” tenants, which includes both actual
investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of the tenant
parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment
grade by using a proprietary Moody’s Analytics tool, which generates an implied rating by measuring an entity’s probability of default.
Note 2 — Summary of Significant Accounting Policies
Basis of Accounting
The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles
generally accepted in the U.S. (“GAAP”).
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, the OPs and their subsidiaries. All intercompany accounts and transactions are
eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the
accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of
the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. Substantially all of the
Company’s assets and liabilities are held by the OPs.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
F-11

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Revenue Recognition
The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease
reported on a straight-line basis over the non-cancelable term of the lease. As of December 31, 2024, these leases had a weighted-average remaining lease term of
6.2 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a
receivable for, and include in revenue from tenants, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required
through the expiration of the initial term of the lease. As of December  31, 2024 and 2023, the Company’s cumulative straight-line rents receivable in the
consolidated balance sheets was $99.5 million and $84.3 million, respectively. For the years ended December 31, 2024, 2023 and 2022, the Company’s revenue
from tenants included impacts 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 a property, the commencement date is considered to be the date the lease is executed and the tenant has access to the space.
The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the
acquisition date is considered to be the commencement date for purposes of this calculation for all leases in place at the time of acquisition. In the Company’s
Industrial & Distribution, Single- Tenant Retail and Office segments, in addition to base rent, the Company’s lease agreements generally require tenants to pay for
their property operating expenses or reimburse the Company for property operating expenses that the Company incurs (primarily insurance costs and real estate
taxes). However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by the Company. In the Company’s Multi-
Tenant Retail segment, the Company owns, manages and leases multi-tenant properties where the Company generally pays for the property operating expenses for
those properties and most of the Company’s tenants are required to pay their pro rata share of property operating expenses. Under ASC 842, the Company has
elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842
and 840, the Company has reflected them on a net basis.
The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of
December 31, 2024. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based
on increases in annual rent based on exceeding certain economic indexes among other items:
(In thousands)
Future Minimum Base Rent Payments
2025
$
613,629 
2026
583,387 
2027
525,984 
2028
469,136 
2029
388,650 
Thereafter
1,760,390 
Total
$
4,341,176 
Assumes exchange rates of £1.00 to $1.25 for British Pounds Sterling (“GBP”), €1.00 to $1.04 for Euro (“EUR”) and $1.00 Canadian Dollar (“CAD”) to $0.70 as of December 31, 2024 for illustrative
purposes, as applicable.
The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the
tenant’s payment history, the credit worthiness and financial condition of the tenant, business conditions in the industry in which the tenant operates and economic
conditions in the area in which the property is located. Under lease accounting rules, the Company is required to assess, based on credit risk only, if it is probable
that it will collect virtually all of the lease payments at the lease commencement date and it must continue to reassess collectability periodically thereafter based on
new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If the Company
determines that it is probable it will collect virtually all of the lease payments (rent and contractually reimbursable property operating expenses), the lease will
continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it is not probable that it will collect virtually all of the
lease payments, the lease will be accounted for on a cash basis and the straight-line rent receivable would be written off where it was subsequently concluded that
collection was not probable. Cost recoveries from tenants are included in revenue from tenants on the accompanying consolidated statements of operations in the
period the related costs are incurred, as applicable.
(1)
(1) 
F-12

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
In accordance with the lease accounting rules, the Company records uncollectible amounts as reductions in revenue from tenants. Amounts recorded as
reductions of revenue during the years ended December 31, 2024, 2023 and 2022 totaled $3.4 million, $3.5 million and $0.7 million, respectively.
On September 3, 2021, the Company entered into a lease termination agreement with one of its tenants which required the tenant to pay the Company a
termination fee of approximately £6.7 million ($9.0 million based on the exchange rate as of the end of the lease term on January 4, 2022). This payment was
received in January 2022, however it was recorded in revenue from tenants evenly over the period from September 3, 2021 through the end of the lease term, and as
a result, the Company recorded approximately £0.2 million (approximately ($0.3 million) in revenue from tenants during the three months ended March 31, 2022.
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. Costs of repairs
and maintenance are expensed as incurred.
At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business
combination or an asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the
consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently
amortized over the useful life of the acquired assets. See the Purchase Price Allocation section in this Note for a discussion of the initial accounting for investments
in Real Estate.
Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company’s operations and financial results
are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations as of
December 31, 2024 and 2023. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of
carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable
within one year. The Company evaluates 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, the Company
determined that 13 properties, all of which were acquired in the REIT Merger, qualified for held for sale treatment and as of December 31, 2023 the Company
determined that two properties, both of which were acquired in the REIT Merger, qualified for held for sale treatment (see Note 4 — Real Estate Investments, Net
for additional information).
Purchase Price Allocation
In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible
assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as
if vacant basis. Intangible assets may include the value of in-place leases, and above- and below- market leases and other identifiable assets or liabilities based on
lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a
business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or
discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business
combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase
gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets
acquired is allocated to the non-current assets. Other than the Mergers which were accounted for as a business combination (see Note 1 — Organization and Note 3
— The Mergers), all of the other acquisitions during the years ended December 31, 2023 and December 31, 2022 were asset acquisitions. There were no
acquisitions during the year ended December 31, 2024.
For acquired properties with leases classified as operating leases, the Company allocates the purchase price of acquired properties to tangible and identifiable
intangible assets acquired and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price,
the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective
property and other market data. The Company also considers information obtained about each property as a result of the Company’s preacquisition due diligence in
estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary
methods, including data from appraisals, comparable sales, discounted cash flow, direct
F-13

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
capitalization and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, market rent, and land
values per square foot. Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates, and the value of in-place
leases, as applicable.
Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property,
taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and
other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from 12 to 18 months. The
Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the
risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease, and (ii) management’s
estimate of market rent for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the
remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.
Accounting for Leases
Lessor Accounting
In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption of ASC 842 were accounted for as operating leases
and the Company continued to account for them as operating leases under the transition guidance. The Company evaluates new leases originated after the adoption
date (by the Company 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. This situation is met if, among other things, there is an automatic transfer of title
during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to
or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair
value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to
the lessor) after the lease term. 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, the Company had no leases as a lessor that would be considered as
sales-type leases or financings.
As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant
reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and
pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease.
Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended
tenant leases, if any, are being expensed as incurred.
As of December 31, 2024, the Company had two parcels of land leased to tenants that qualify as financing leases which were acquired in the REIT Merger. The
carrying value of these leases was $6.7 million and $6.6 million as of December 31, 2024 and 2023, respectively, and the amounts are included in prepaid expenses
and other assets on the Company’s consolidated balance sheet as of December 31, 2024 and 2023. Income of $0.7 million and $0.2 million relating to these two
leases is included in revenue from tenants in the Company’s consolidated statement of operations for the years ended December 31, 2024 and 2023, respectively.
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. Lease expense for operating leases is recognized on a straight-line
basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees
must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further,
certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease may now be required
to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional
information and disclosures related to the Company’s operating leases, see Note 11 — Commitments and Contingencies.
The Company is the lessee under certain land leases which were previously classified prior to adoption of lease accounting 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. These leases are reflected
F-14

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
on the balance sheet as right of use assets and operating lease liabilities and the rent expense is reflected on a straight-line basis over the lease term.
Impairment
The Company assesses each of its real estate properties for indicators of impairment quarterly or when circumstances indicate that the property may be
impaired. When indicators of potential impairment are present that suggest that the carrying amounts may not be recoverable, the Company assesses the
recoverability by determining whether the carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use
of the assets and their eventual disposition over an estimated hold period of ten years in most cases. If the Company believes there is a significant possibility that it
might dispose of the assets earlier, it assesses the recoverability using a probability weighted analysis of the estimated undiscounted future cash flows over the
various possible holding periods. If the recoverability assessment indicates that the carrying value of the real estate investment is not recoverable from the estimated
undiscounted future cash flows, the Company will record an impairment to the extent that the carrying value of the property exceeds its estimated fair value.
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. Determining the appropriate capitalization or discount rate requires significant judgment and is typically based on many factors, including the prevailing rate
for the market or submarket, as well as the quality and location of the real estate property.
Properties held for sale are carried at the lower of their carrying values or estimated fair values less costs to sell. The estimates of fair value typically consider
contracts or the results of negotiations with prospective purchasers. These estimates are subject to revision as market conditions, and the Company’s assessment of
such conditions, change. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment
to net earnings.
Gains and Losses on Dispositions of Real Estate Investments
Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains
and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).
Depreciation and Amortization
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land and building
improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold
interests.
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of
the respective leases.
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
Deferred leasing commissions are recorded over the terms of the related leases. The amortization expense related to leasing commissions incurred from third
parties are recorded in depreciation and amortization. Prior to the Mergers, amortization expense related to leasing commissions incurred from the former Advisor
were recorded within operating fees to related parties in the consolidated statements of operations. As a result of the Mergers (as defined on Note 2- The Mergers),
the Company no longer pay any leasing commissions to the former Advisor.
Above and Below-Market Lease Amortization
Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the
capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market
fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken
into income at that time.
Above market intangibles and below market intangibles will also be treated in the same way as in-place intangibles upon a lease termination.
If a tenant modifies its lease, the unamortized portion of the in-place lease value, customer relationship intangibles, above-market leases and below market
leases are assessed to determine whether their useful lives need to be amended (generally accelerated).
The amortization associated with the Company’s ROUs is recorded in property operating expenses on a straight-line basis over the terms of the leases.
F-15

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months
or less. The Company deposits cash with high quality financial institutions. Deposits in the U.S. and other countries where we have deposits are guaranteed by the
Federal Deposit Insurance Company (“FDIC”) in the U.S., Financial Services Compensation Scheme (“FSCS”) in the United Kingdom, Duchy Deposit Guarantee
Scheme (“DDGS”) in Luxembourg and by similar agencies in the other countries, up to insurance limits. The Company had deposits in the U.S., United Kingdom,
Luxembourg, Germany, Finland, France and The Netherlands totaling $159.7 million at December 31, 2024, of which $88.0 million, $30.1 million and $23.5
million are currently in excess of amounts insured by the FDIC, FSCS and European equivalent deposit insurance companies including DDGS, respectively. At
December 31, 2023, the Company had deposits in the U.S., United Kingdom, Luxembourg, Germany, Finland and The Netherlands totaling $121.6 million, of
which $47.0 million, $32.8 million and $26.6 million were in excess of the amounts insured by the FDIC, FSCS and European equivalent deposit insurance
companies including DDGS, respectively. Although the Company bears risk to amounts in excess of those insured, losses are not anticipated.
Restricted Cash
Restricted cash primarily consists of debt service and real estate tax reserves. The Company had restricted cash of $64.5 million and $40.8 million as of
December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company had $8.4 million of cash held as collateral for two of its properties which were
sold in the fourth quarter of 2024.
Goodwill
The Company evaluates goodwill for impairment at least annually or upon the occurrence of a triggering event. The Company performed its annual impairment
evaluation during the fourth quarter of 2024 to determine whether it was more likely than not that the fair value of each of its reporting units was less than their
carrying value. For purposes of this assessment, an operating segment is a reporting unit. Based on this assessment, the Company determined that no goodwill was
impaired as of December 31, 2024.
The Company will continue to assess for triggering events. A triggering 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. Should any triggering event occur, the Company 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. The Company assessed the potential sale of 100 of its multi-tenant retail properties (see Note 17 —
Subsequent Events) as a triggering event and determined that goodwill was not impaired as of December 31, 2024. The Company will continue to monitor the
multi-tenant retail segment’s goodwill if and when the RCG Multi-Tenant Retail Disposition (as defined in Note 17 — Subsequent Events) closes in 2025.
Derivative Instruments
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts to hedge
all or a portion of the interest rate risk associated with its borrowings. In addition, all foreign currency denominated borrowings under the Company’s Revolving
Credit Facility (as defined in Note 6 - Revolving Credit Facility) are designated as net investment hedges. Certain of the Company’s foreign operations expose the
Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in the
Company’s functional currency, the USD. The Company enters into derivative financial instruments in an effort to protect the value or fix the amount of certain
obligations in terms of its functional currency.
The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the
intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the
hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in
the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives
designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow
hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in foreign operations. Hedge accounting generally
provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged
asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The
Company may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company
elects not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting
treatment. If the Company elects not to apply hedge accounting treatment (or for derivatives
F-16

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
that do not qualify as hedges), any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in
the consolidated statements of operations. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value
of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive (loss) income to the extent that it is effective.
Any ineffective portion of a change in derivative fair value is immediately recorded in earnings.
Deferred Financing Costs, Net
Deferred financing costs, net are costs associated with the Revolving Credit Facility (as defined in Note 6 — Revolving Credit Facility) and consist of
commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective
financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or paid down
before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not
close.
Equity-Based Compensation
The Company has stock-based incentive plans under which its directors, officers, employees, consultants or entities that provide services to the Company are,
or have historically been, eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share-based payments. The cost
of services received in exchange for a stock award is measured at the grant date fair value of the award and the expense for such awards is included in equity-based
compensation in the consolidated statements of operations and is recognized over the vesting period or when the requirements for exercise of the award have been
met.
The Company has 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, 2024 or 2023, the Company historically had issued
long-term incentive plan units of limited partner interest in the OP (“GNL LTIP Units”) (see below for more information). For additional information on all of the
equity-based compensation awards issued by the Company, see Note 13 — Equity-Based Compensation.
Multi-Year Outperformance Agreement With Former Advisor
On June 2, 2021, the Company entered into the multi-year outperformance agreement in June 2021 with the former Advisor (the “2021 OPP”). In connection
with the Internalization Merger Agreement, the parties agreed to modify the terms of the existing 2021 OPP to accelerate the timing for determining whether the
award is vested and earned, which changed the end date of the performance period to September 11, 2023, the day prior to Acquisition Date (as defined below) of
the Mergers. Due to this modification, all of the remaining recognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023
(through September 11, 2023). For additional information on the 2021 OPP and the ultimate determination of the vesting of the award on September 11, 2023, see
Note 13 — Equity-Based Compensation.
Income Taxes
The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with
the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation
as a REIT under the Code and believes it has so qualified. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a
REIT, but no assurance can be given that it will operate in a manner to remain qualified as a REIT. As a REIT, the Company generally will not be subject to federal
corporate income tax to the extent it distributes annually all of its REIT taxable income. REITs are subject to a number of other organizational and operational
requirements.
The Company conducts business in various states and municipalities within the U.S., Canada, Puerto Rico, the United Kingdom and Western Europe and, as a
result, the Company or one of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and certain foreign jurisdictions. As a result,
the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any
undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease the Company’s earnings and available
cash. In addition, the Company’s 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.
Significant judgment is required in determining the Company’s tax provision and in evaluating its tax positions. The Company establishes tax reserves based
on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized
in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit
that is
F-17

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position
being sustained is no longer more likely than not.
The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the U.S. or in foreign jurisdictions. Deferred income taxes are generally
the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized
tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is
more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the
estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax
expense (benefit).
The Company derives most of its REIT taxable income from its real estate operations in the U.S. and has historically distributed all of its REIT taxable income
to its shareholders. As such, the Company’s real estate operations are generally not subject to U.S. federal tax, and accordingly, no provision has been made for U.S.
federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as
applicable.
The Company recognizes current income tax expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company’s current
income tax expense fluctuates from period to period based primarily on the timing of its taxable income. Deferred income tax (expense) benefit is generally a
function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred
income tax assets from state and local taxes in the U.S. or in foreign jurisdictions.
The amount of dividends payable to the Company’s common stockholders is determined by the Board and is dependent on a number of factors, including funds
available for distributions, financial condition, capital expenditure requirements, as applicable, and annual dividend requirements needed to qualify and maintain the
Company’s status as a REIT under the Code.
For addition details related to the Company’s income tax expense, as well as recorded deferred tax assets and liabilities, see Note 16 — Income Taxes.
Foreign Currency Translation
The Company’s reporting currency is the USD. The functional currency of the Company’s foreign operations is the applicable local currency for each foreign
subsidiary. Assets and liabilities of foreign subsidiaries (including intercompany balances for which settlement is not anticipated in the foreseeable future) are
translated at the spot rate in effect at the applicable reporting date. The amounts reported in the consolidated statements of operations are translated at the average
exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of AOCI in the
consolidated statements of equity.
Per Share Data
The Company calculates basic earnings per share of its $0.01 par value per share common stock (“Common Stock”) by dividing net income (loss) for the
period by weighted-average shares of its Common Stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive
instruments such as unvested RSUs, Restricted Shares, PSU’s and in 2022, GNL LTIP Units, based on the average share price for the period in determining the
number of incremental shares that are to be added to the weighted-average number of shares outstanding (see Note 14— Earnings Per Share).
Reportable Segments
The Company determined that it has four reportable segments based on property type: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant
Retail and (4) Office (see Note 15 — Segment Reporting for additional information).
Noncontrolling Interests
The noncontrolling interests as of December 31, 2023 and 2022 represents the portion of the equity in the OP that is not owned by the Company.
Noncontrolling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling
interests on the consolidated statements of operations and comprehensive loss. Noncontrolling interests are allocated a share of net income or loss based on their
share of equity ownership. The Company did not allocate any net loss to non-controlling interests as the amount was not significant. In December 2024, the holder
of the Company’s Class A Units exchanged all of the Class A Units for an equal amount of shares of Common Stock, and as a result the Company no longer has any
noncontrolling interest.
Recently Issued Accounting Pronouncements
Adopted as of January 1, 2022:
F-18

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging — Contracts in
Entity’s Own Equity (Topic 815). The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and
amends the guidance for the derivatives scope exception for contracts in an entity's own equity. The standard also amends and makes targeted improvements to the
related earnings per share guidance. The ASU became effective for the Company January 1, 2022, and did not have a material impact on the Company’s
consolidated financial statements.
Adopted as of December 31, 2023:
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting. Topic 848 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts. The guidance
in Topic 848 is optional and may be elected over the period from March 12, 2020 through June 30, 2023 as reference rate reform activities occur. During quarter
ended March 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London
Interbank Offered Rate indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding
derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company fully adopted this guidance as
of June 30, 2023.
Adopted as of December 31, 2024
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 80) — Improvements to Reportable Segment Disclosures. The new standard
requires additional disclosures regarding a company’s segments, including enhanced disclosures about significant segment expenses on an annual and interim basis.
However, the new standard does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative
thresholds to determine its reportable segments. The new standard is effective for public entities for fiscal years beginning after December 15, 2023, and interim
periods in fiscal years beginning after December 15, 2024. The Company adopted the new guidance in this Form 10-K for the year ended December 31, 2024, and
it did not have an impact on its consolidated financial statements as the provisions are related to disclosure only.
Pending Adoption as of December 31, 2024
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures. The new standard expands the
disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. Public entities must apply the new standard to annual
periods beginning after December 15, 2024. The Company will adopt the new guidance in its Form 10-K for the year ended December 31, 2025 and it does not
expect it to have an impact on its consolidated financial statements as the provisions are related to disclosure only.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) — Reporting Comprehensive Income - Expense Disaggregation Disclosures
(Topic 220): Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of the nature of expenses included in the income
statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. Public entities must apply the
new standard to annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Both early adoption
and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated
financial statements and disclosures.
F-19

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Note 3 - The Mergers
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.
The REIT Merger
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”).
Also, pursuant to the REIT Merger Agreement:
•
The Company issued Common Stock (adjusted for the Exchange Ratio) for certain shares of restricted RTL Class A Common Stock (“RTL Restricted
Shares”) (see table below for details).
•
The Company issued Class A Units (adjusted for the Exchange Ratio) to the previous holder of RTL Class A Units (see table below for details).
The Internalization Merger
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 the 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 12 — 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 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.
Transaction Fees
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.
F-20

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Fair Value of Consideration Transferred
The following table presents the fair value of the consideration transferred to affect the acquisition:
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 
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 
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 
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 
___________
Includes RTL LTIP Units earned and converted to RTL Class A Common Stock and certain vested shares of RTL Restricted Shares, both of which occurred prior to the Acquisition Date (see Note 13 —
Equity-Based Compensation).
 Represents the closing price of GNL’s Common Stock on the Acquisition Date.
 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.
Each share of the RTL Series A Preferred Stock was exchanged for one new share of Series D Preferred Stock respectively. The price used to calculate fair value represents the closing price of the RTL
Series A Preferred Stock on the Acquisition Date.
Each share of the RTL Series C Preferred Stock was exchanged for one new share of Series E Preferred Stock respectively. The price used to calculate fair value represents the closing price of the RTL
Series C Preferred Stock on the Acquisition Date.
(1)
(6)
(6)
(1)
(2)
(3)
(3)
(5) 
F-21

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Purchase Price Allocation
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.
The following table summarizes the amounts recognized for the assets acquired and liabilities assumed as of Acquisition Date, as well as adjustments made
during the Measurement Period, to the amounts previously reported in the three months ended September 30, 2023.
(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 
________
These adjustments were recorded to reflect changes in the estimated fair value of tangible and intangible assets, from the initial provisional estimates, due to the receipt of new information.
The decrease in cash was due to the receipt of new information, subsequent to the initial provisional estimates, related to cash acquired as of the Acquisition Date.
 The net decrease in prepaid expenses and other assets was due to the receipt of new information, subsequent to the initial provisional estimates, primarily related to receivables that were estimated as of
the Acquisition Date.
 The net increase in goodwill from the initial provisional valuation reflects the net impact of all measurement period adjustments to the assets acquired and liabilities assumed.
 The net decrease in accounts payable and accrued expenses was due to the receipt of new information, subsequent to the initial provisional estimates, related to accrued expenses that were estimated as of
the Acquisition Date.
(1) 
(2) 
(3)
(4)
(5)
F-22

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Goodwill
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 15 — Segment Reporting for additional details).
Impact of Acquisition
The following table presents information for RTL that is included in the Company’s consolidated statements of income from the Acquisition Date through the
year ended December 31, 2023:
(In thousands)
RTL’s Operations Included
in GNL’s Results
Revenue from tenants
$
132,506 
Net loss
$
(22,735)
Pro Forma Information (Unaudited)
The following table presents unaudited supplemental pro forma information as if the Mergers had occurred on January 1, 2022 for the years ended December
31, 2023 and 2022. 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.
(In thousands)
Year Ended December 31,
2023
2022
Pro Forma Revenue from tenants
$
815,803 
$
819,991 
Pro Forma Net loss
$
(347,046)
$
(89,796)
F-23

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Note 4 — Real Estate Investments, Net
Property Acquisitions
The following table presents the allocation of the assets acquired and liabilities assumed during the years ended December 31, 2023 and 2022, in the case of
assets located outside of the United States, based on the applicable exchange rate at the time of purchase. With the exception of the Mergers, which was treated as a
business combination (see Note 3 — The Mergers), all acquisitions in these periods were considered asset acquisitions for accounting purposes. There were no
acquisitions during the year ended December 31, 2024.
Year Ended December 31,
(Dollar amounts in thousands)
2023
2022
Business
Combination
Asset Acquisitions
Total
Total (All Asset
Acquisitions)
Real estate investments, at cost:
Land
$
955,582 
$
9,541 
$
965,123 
$
4,176 
Buildings, fixtures and improvements
2,527,159 
73,150 
2,600,309 
25,938 
Total tangible assets
3,482,741 
82,691 
3,565,432 
30,114 
Acquired intangible lease assets:
In-place leases
581,430 
9,231 
590,661 
4,010 
Above-market lease assets
67,768 
40,964 
108,732 
— 
Below-market lease liabilities
— 
— 
— 
(230)
Total intangible assets and liabilities
649,198 
50,195 
699,393 
3,780 
Cash
64,616 
— 
64,616 
— 
Right-of-use asset
26,417 
1,426 
27,843 
— 
Prepaid expenses and other assets
59,160 
— 
59,160 
— 
Goodwill
30,457 
— 
30,457 
— 
    Total assets acquired
4,312,589 
134,312 
4,446,901 
33,894 
Liabilities Assumed:
Mortgage note payable
1,587,455 
— 
1,587,455 
— 
Senior notes, net
386,250 
— 
386,250 
— 
Acquired intangible lease liabilities
76,685 
211 
76,896 
— 
Accounts payable and accrued expenses
84,368 
— 
84,368 
— 
Operating lease liabilities
26,377 
— 
26,377 
— 
Prepaid rent
18,439 
— 
18,439 
— 
    Total liabilities assumed
2,179,574 
211 
2,179,785 
— 
Equity issued in acquisitions
1,617,015 
— 
1,617,015 
— 
Cash paid for acquired real estate investments
$
516,000 
$
134,101 
$
650,101 
$
33,894 
Number of properties purchased
989 
9 
998 
3 
F-24

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The following table summarizes the acquisition by property type, listed by reportable segment, during the years ended December 31, 2023 and 2022:
Property Type
Number of
Properties
Square Feet
(unaudited)
Properties Acquired in 2023:
Industrial & Distribution
31 
4,085,826 
Multi-Tenant Retail
109 
16,375,661 
Single-Tenant Retail
851 
7,140,274 
Office
7 
305,912 
998 
27,907,673 
Properties Acquired in 2022:
Industrial & Distribution
2 
232,600 
Multi-Tenant Retail
— 
— 
Single-Tenant Retail
— 
— 
Office
1 
66,626 
3 
299,226 
Acquired Intangible Lease Assets
The Company allocates a portion of the fair value of real estate acquired to identified intangible assets and liabilities, consisting of the value of origination
costs (tenant improvements, leasing commissions, and legal and marketing costs), the value of above-market and below-market leases, and the value of tenant
relationships, if applicable, based in each case on their relative fair values. The Company periodically assesses whether there are any indicators that the value of the
intangible assets may be impaired by performing a net present value analysis of future cash flows, discounted for the inherent risk associated with each investment.
During the years ended December 31, 2024, 2023 and 2022, the Company wrote off certain intangibles related to properties that were evaluated for
impairments. For additional information on the write off of intangibles, see the “Intangible Lease Assets and Lease Liabilities” section below.
Impairment Charges
Year Ended December 31, 2024
The Company recorded aggregate impairment charges of $90.4 million during the year ended December 31, 2024, comprised of the following:
•
During the three months ended December 31, 2024, the Company determined that 23 of its properties (21 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. The estimated fair values for 21 of the properties were based on the estimated
selling price of such properties and the remainder were based on market comparable transactions. As a result, the Company recorded impairment charges
including of intangible assets of approximately $20.1 million. Of the 23 properties impaired during the three months ended December 31, 2024, 20 were
acquired in the REIT Merger.
•
During the three months ended September 30, 2024, the Company determined that 21 of its properties located in the U.S. (19 of which were acquired in
the REIT Merger) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such
properties, and as a result, the Company recorded an impairment charge of approximately $38.6 million.
•
During the three months ended June 30, 2024, the Company determined that six of its properties located in the U.S. (three of which were acquired in the
REIT Merger) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such properties,
and as a result, the Company recorded an impairment charge of approximately $27.4 million. The majority of the impairment charge was due to legacy
GNL properties.
•
During the three months ended March 31, 2024, the Company determined that six of its properties located in the U.S. (all of which were acquired in the
REIT Merger) had an estimated fair value that was lower than the carrying value of
F-25

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
the properties, based on the estimated selling price of such properties, and as a result, the Company recorded an impairment charge of approximately
$4.3 million.
Year Ended December 31, 2023
During the year ended December 31, 2023, the Company recorded aggregate impairment charges of $68.7 million, comprised of the following:
•
During the three months ended December 31, 2023, the Company determined that one of its properties located in Scotland (which was owned prior to the
REIT Merger) had an estimated fair value that was lower than its carrying value based on the estimated selling price of the property, and as a result, the
Company recorded an impairment charge of approximately $1.8 million. Also during three months ended December 31, 2023, the Company determined
that two of its properties located in the U.S. (which were acquired in the REIT Merger) had an estimated fair value that was lower than its carrying value
based on the estimated selling prices of the properties, and as a result, the Company recorded an impairment charge of approximately $1.2 million.
•
During the three months ended September 30, 2023, the Company determined that the fair values of four of its properties (one in the U.K. and three in the
U.S.) were lower than their carrying values. These four properties were all owned by the Company prior to the REIT Merger. The Company recorded
aggregate impairment charges for these properties, including the impairments to intangible assets noted below, of $65.7 million in the three months ended
September 30, 2023, which is recorded in impairment charges in the consolidated statement of operations for the year ended December 31, 2023. The
impairment charge in the third quarter of 2023 for the property in the U.K. was based on a calculation of the estimated fair value of the property. The
impairment charges for the properties in the U.S. were based on the estimated selling prices of the properties.
Year Ended December 31, 2022
During the year ended December 31, 2022, the Company recorded aggregate impairment charges of $21.6 million for three properties, which are recorded in
the Company’s consolidated statement of operations for the year ended December 31, 2022. For one of these properties, which was held for sale in the first quarter,
the Company incurred an additional impairment for costs to sell the asset. The other two properties that were impaired during 2022 were both being marketed for
sale. The impairment for the first property being marketed for sale occurred in the second quarter of 2022 and totaled $16.0 million. The impairment was based on a
purchase and sale contract; however, the property did not meet the criteria for held for sale at that time. In the third quarter, this property met the criteria for held for
sale and an additional impairment of $0.8 million was taken for costs to sell the asset. This property was sold in November 2022. The impairment charge for the
second property being marketed for sale was recorded in the fourth quarter of 2022 and totaled $4.5 million, based on the agreed upon selling price of the asset.
Dispositions
During the year ended December 31, 2024, the Company sold 178 properties, 164 of which were acquired in the REIT Merger. As a result, the Company
recorded a net gain of $57.0 million during the year ended December 31, 2024.
During the year ended December 31, 2023, the Company sold eleven properties, ten of which were acquired in the REIT Merger, and recorded a net loss of
$1.7 million during the year ended December 31, 2023.
During the year ended December 31, 2022, the Company sold one property in the U.S., one property in the United Kingdom (“U.K.”) and one property in
France for an aggregate contract sales price of approximately $56.0 million for all three properties sold. As a result, the Company recorded an aggregate gain of
$0.3 million during the year ended December 31, 2022.
F-26

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The following table summarizes the aforementioned properties sold in 2024, 2023 and 2022:
Portfolio
Country/State
Disposition Date
Number of
Properties
Square Feet
(unaudited)
Properties Sold in 2024:
O’Charley’s
AL, IN, TN, MS, NC, GA, KY, OH, TN, IL, LA
February & March (5 properties); April & May & June (7 properties); July, August &
September (3 properties); October & November (3 properties)
18
120,599 
Truist Bank
FL, GA, TN, NC, SC, VA, OH, FL
February & March (11 properties); April & May (11 properties ); September (1
property)
23
96,538 
Fife Council
United Kingdom
February
1
37,331 
TOMs King
IL, OH & PA
February, August, October & November
6
24,211 
FedEx
MN
March
1
11,501 
Amazon
KY
May
1
79,105 
American Car Center
AL, GA, KY, SC, TN, AR
May, June, August & November
7
64,962 
AmeriCold
GA, IL, MN, SC
June
9
1,407,166 
CVS
MI
June
1
10,880 
Decatur Commons
AL
May
1
125,635 
Diebold
OH
June
1
158,330 
Klaussner
NC, VA
May & September
2
1,244,737 
Shippensburg Marketplace
PA
April
1
59,866 
Springfield Commons
OH
June
1
164,843 
Family Dollar
CO & AR & LA
July & October & November
4
32,988 
Shops at Abilene
TX
July
1
175,642 
HEB Center
TX
July
1
130,127 
East West Commons
GA
August
1
173,205 
Johnson Controls
Spain
August
1
29,095 
Imperial
AL
August
1
10,022 
Foster Wheeler
United Kingdom
August
1
365,832 
The Plant
OH
August
1
367,926 
Joe's Crab Shack
NC
September
1
7,903 
Trinity/Valasis
MI
September
2
276,621 
Plasma
NV, PA & TX
September & December
3
36,607 
Epredia
MI
September
1
114,700 
Pizza Hut
GA, NC, NY, MT, OH, VA, IL, KY, UT, TX, OK, WY, CO
October, November & December
36
108,042 
Taco Johns
MN & ID
October
2
3,814 
Hardees
AL
October
1
3,812 
Burger King
OH
October & November
2
6,323 
Sterling Slidel
LA
November & December
2
333,769 
Checkers
GA
November
1
1,065 
Freesenius
AL, FL, GA, IL, IN, KY, ME, MI, MO, MS, MT, NC, NH,
NJ, OH, PA, SC & VA
December
35
293,763 
Poplar Springs
SC
December
1
64,078 
Mister Car Wash
GA
December
5
20,310 
GE Aviation
OH
December
1
102,000 
Home Depot
CA
December
1
141,021 
178
6,404,369 
F-27

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Portfolio
Country/State
Disposition Date
Number of
Properties
Square Feet
(unaudited)
Properties Sold in 2023:
American Car Center
Florida
September 13, 2023
1
47,927 
American Car Center
Mississippi
September 21, 2023
1
29,919 
TOMs King
Ohio
October 13, 2023
1
4,798 
American Car Center
Georgia
October 19, 2023
1
6,425 
TOMs King
Ohio
November 1, 2023
1
4,014 
American Car Center
Mississippi
November 3, 2023
1
4,889 
Truist Bank
North Carolina
November 13, 2023
1
4,156 
American Car Center
Alabama
December 1, 2023
1
3,096 
Family Dollar
Kentucky
December 6, 2023
1
8,050 
O'Charley's
South Carolina
December 6, 2023
1
6,873 
Quest Diagnostics
California
December 22, 2023
1
223,894 
11
344,041 
Properties Sold in 2022:
Bradford & Bingley
UK
May 6, 2022
1
120,618 
Axon
Texas
July 25, 2022
1
26,400 
Sagemcom
France
November 30, 2022
1
265,309 
3
412,327 
Assets Held for Sale
When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and
estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the
Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of
the assets.
As of December 31, 2024 and 2023, the Company evaluated its assets for held for sale classification. As of December 31, 2024, the Company determined that
13 properties, all of which were acquired in the REIT Merger, qualified for held for sale treatment. As of December 31, 2023, the Company determined that two
properties, both of which were acquired in the REIT Merger, qualified for held for sale treatment. Because these assets are considered held for sale, the operating
results remain classified within continuing operations for all periods presented.
The following table details the major classes of the assets associated with the properties that the Company determined to be classified as held for sale as of
December 31, 2024 and 2023:
December 31,
(In thousands)
2024
2023
Real estate investments held for sale, at cost:
Land
$
4,574 
$
860 
Buildings, fixtures and improvements
11,658 
2,349 
 Acquired intangible lease assets
1,627 
— 
Total real estate assets held for sale, at cost
17,859 
3,209 
Less accumulated depreciation and amortization
(453)
(21)
Total real estate investments held for sale, net
$
17,406  0 $
3,188 
Intangible Lease Assets and Lease Liabilities
The Company recorded $2.5 million of impairment charges on its acquired intangible assets during the year ended December 31, 2024. The Company recorded
impairment charges of approximately $1.5 million on its in-place lease intangible assets and $1.0 million on its above-market lease intangible assets during the year
ended December 31, 2024, and approximately $1.0 million on its in-place lease intangible assets and $0.8 million on its above-market lease intangible assets during
the year ended December 31, 2023. These impairments were recorded in connection with the four properties that were impaired in the quarter ended September 30,
2023 (as described above).
The Company recorded impairment charges of $0.5 million to its in-place intangible assets and $0.2 million to its below-market lease intangible liabilities, both
associated with a real estate investment that it sold during the year ended December 31, 2022.
F-28

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Acquired intangible lease assets and lease liabilities consist of the following:
 
December 31, 2024
December 31, 2023
(In thousands)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
amount
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
amount
Intangible assets:
 
In-place leases
$
940,139 
$
399,271 
$
540,868 
$
1,215,443 
$
436,249 
$
779,194 
Above-market leases
117,828 
33,504 
84,324 
144,538 
32,724 
111,814 
Total acquired intangible lease assets
$
1,057,967 
$
432,775 
$
625,192 
$
1,359,981 
$
468,973 
$
891,008 
Intangible liabilities:
 
 
Below-market leases
$
107,903 
$
31,103 
$
76,800 
$
120,022 
$
24,212 
$
95,810 
Total acquired intangible lease liabilities
$
107,903 
$
31,103 
$
76,800 
$
120,022 
$
24,212 
$
95,810 
Projected Amortization for Intangible Lease Assets and Liabilities
The following table provides the weighted-average amortization periods as of December  31, 2024 for intangible assets and liabilities and the projected
amortization expense and adjustments to revenues and property operating expense for the next five calendar years:
(In thousands)
 Weighted-Average
Amortization
Years
2025
2026
2027
2028
2029
In-place leases
6.3
$
122,447 
$
95,432 
$
74,088 
$
56,838 
$
39,557 
Total to be included as an increase to depreciation and amortization
$
122,447 
$
95,432 
$
74,088 
$
56,838 
$
39,557 
Above-market lease assets
7.4
$
14,108 
$
12,255 
$
11,150 
$
9,333 
$
7,581 
Below-market lease liabilities
12.6
(9,133)
(7,750)
(6,862)
(6,168)
(5,360)
Total to be included as an increase (decrease) to revenue from tenants
$
4,975 
$
4,505 
$
4,288 
$
3,165 
$
2,221 
Significant Tenants
There were no tenants whose annualized rental income on a straight-line basis as of December  31, 2024 represented 10.0% or greater of consolidated
annualized rental income on a straight-line basis for all properties as of December 31, 2024. The termination, delinquency or non-renewal of leases by any major
tenant may have a material adverse effect on revenues.
Geographic Concentrations
The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis as
of December 31, 2024, represented greater than 10% of consolidated annualized rental income on a straight-line basis as of December 31, 2024, 2023 and 2022.
December 31,
Country / U.S. State
2024
2023
2022
United States
80.1%
79.7%
63.9%
Michigan
9.2%
8.4%
15.5%
United Kingdom
10.4%
11.1%
17.4%
F-29

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Note 5 — Mortgage Notes Payable, Net
In connection with the REIT Merger, the Company assumed all of RTL’s mortgage notes payable as of the Acquisition Date. Mortgage notes payable, net as of
December 31, 2024 and 2023 consisted of the following:
Encumbered
Properties
Outstanding Loan Amount 
Effective
Interest Rate
Interest Rate
Country
Portfolio
December 31, 2024
December 31, 2023
Maturity
Anticipated
Repayment 
(In thousands)
(In thousands)
Finland:
Finland Properties
5
$
76,866 
$
— 
5.0%
(3)
Fixed/Variable
Jan. 2029
Jan. 2029
Finland Properties
—
— 
81,695 
—%
(3)
Fixed/Variable
Feb. 2024
Feb. 2024
Luxembourg/ The
Netherlands:
Benelux Properties
—
— 
129,752 
—%
(4)
Fixed
Jun. 2024
Jun. 2024
Total EUR denominated
5
76,866 
211,447 
United Kingdom:
McLaren
—
— 
128,587 
—%
(5)
Fixed
Apr. 2024
Apr. 2024
Total GBP denominated
—
— 
128,587 
United States:
Penske Logistics
1
70,000 
70,000 
4.7%
(6)
Fixed
Nov. 2028
Nov. 2028
Multi-Tenant Mortgage Loan I
10
162,580 
162,580 
4.4%
(6)
Fixed
Nov. 2027
Nov. 2027
Multi-Tenant Mortgage Loan II
8
32,750 
32,750 
4.4%
(6)
Fixed
Feb. 2028
Feb. 2028
Multi-Tenant Mortgage Loan III
7
98,500 
98,500 
4.9%
(6)
Fixed
Dec. 2028
Dec. 2028
Multi-Tenant Mortgage Loan IV
15
90,111 
97,500 
4.6%
(6)
Fixed
May 2029
May 2029
Multi-Tenant Mortgage Loan V
11
139,771 
139,771 
3.7%
(6)
Fixed
Oct. 2029
Oct. 2029
2019 Class A-1 Net-Lease Mortgage Notes
70
105,859 
110,815 
3.8%
Fixed
May 2049
May 2026
2019 Class A-2 Net-Lease Mortgage Notes
75
118,798 
119,409 
4.5%
Fixed
May 2049
May 2029
2021 Class A-1 Net-Lease Mortgage Notes
49
49,362 
50,971 
2.2%
Fixed
May 2051
May 2028
2021 Class A-2 Net-Lease Mortgage Notes
49
85,262 
88,041 
2.8%
Fixed
May 2051
May 2031
2021 Class A-3 Net-Lease Mortgage Notes
38
34,997 
34,997 
3.1%
Fixed
May 2051
May 2028
2021 Class A-4 Net-Lease Mortgage Notes
38
54,995 
54,995 
3.7%
Fixed
May 2051
May 2031
Column Financial Mortgage Notes
290
463,370 
697,595 
3.8%
(7)
Fixed
Aug. 2025
Aug. 2025
Mortgage Loan II
12
210,000 
210,000 
4.2%
Fixed
Jan. 2028
Jan. 2028
Mortgage Loan III
22
33,400 
33,400 
4.1%
Fixed
Jan. 2028
Jan. 2028
RTL Multi-Tenant Mortgage II
—
— 
25,000 
—%
Fixed
Feb. 2024
Feb. 2024
McGowin Park
—
— 
39,025 
—%
Fixed
May 2024
May 2024
CMBS Loan
29
260,000 
260,000 
6.5%
Fixed
Sept. 2033
Sept. 2033
CMBS Loan II
20
237,000 
— 
5.8%
Fixed
Apr. 2029
Apr. 2029
Total USD denominated
744
2,246,755 
2,325,349 
Gross mortgage notes payable
749
2,323,621 
2,665,383 
4.5%
Mortgage discount
(90,444)
(140,403)
—
Deferred financing costs, net of accumulated
amortization
(11,471)
(7,112)
—
Mortgage notes payable, net
749
$
2,221,706 
$
2,517,868 
4.5%
__________
Amounts borrowed in local currency are translated at the spot rate in effect at the applicable reporting date.
The Company determines an anticipated repayment date when the terms of a debt obligation provide for earlier repayment than the legal maturity and when the Company expects to repay such debt
obligations earlier due to factors such as elevated interest rates or additional principal payment requirements.
80% fixed as a result of a “pay-fixed” interest rate swap agreement and 20% variable. Variable portion is approximately 1.4% plus 3-month Euribor and reflects the Euribor rate in effect as of
December 31, 2024. This loan was extended from its original maturity date of February 2024 to February 2029.
This mortgage was repaid in the quarter ended June 2024 using borrowings under the EUR portion of the Company’s Revolving Credit Facility (as defined in Note 6 — Revolving Credit Facility).
This mortgage was repaid in April 2024 using borrowings under the GBP portion of the Company’s Revolving Credit Facility(as defined in Note 6 — Revolving Credit Facility).
The borrower’s (wholly-owned subsidiaries of the Company) financial statements are included within the Company’s consolidated financial statements, however, the borrowers’ assets and credit are
only available to pay the debts of the borrowers and their liabilities constitute obligations of the borrowers.
Decrease primarily due to the repayment of mortgages for certain encumbered properties that were sold during 2024.
(1)
(2)
 (8)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
F-30

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Deferred financing costs consist of commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective
financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or paid down before maturity. Costs incurred in
seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
The following table presents future scheduled aggregate principal payments on the mortgage notes payable over the next five calendar years and thereafter as of
December 31, 2024:
(In thousands)
Future Principal Payments 
2025
$
464,526 
2026
105,925 
2027
163,191 
2028
529,620 
2029
660,102 
Thereafter
400,257 
Total
$
2,323,621 
______
Assumes exchange rates of £1.00 to $1.25 for GBP and €1.00 to $1.04 for EUR as of December 31, 2024 for illustrative purposes, as applicable.
The total gross carrying value of the Company’s unencumbered assets as of December 31, 2024 was $4.84 billion, and approximately $4.54 billion of this
amount was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility (as defined in Note 6 — Revolving Credit
Facility) and therefore is not available to serve as collateral for future borrowings.
CMBS Loan II
On April 5, 2024, the Company entered into a CMBS Loan (“CMBS Loan II”) with (i) Bank of Montreal, (ii) Société Générale Financial Corporation, (iii)
Barclays Capital Real Estate Inc. and (iv) KeyBank National Association (each individually, a “Lender,” and collectively, the “Lenders”), in the aggregate amount
of $237.0 million. The net proceeds were used to repay draws on the USD portion of the Revolving Credit Facility. The CMBS Loan II is secured by, among other
things, first priority mortgages on 20 industrial properties the Company owns across the United States. The CMBS Loan II has a 5-year term, is interest-only
(payable monthly) at a fixed rate of 5.74% per year and matures on April 6, 2029. The CMBS Loan II contains certain covenants, including, certain obligations to
reserve funds and requires the OP to maintain a net worth of $150.0 million and liquid assets having a market value of at least $10.0 million.
Mortgage Covenants
As of December 31, 2024, the Company was in compliance with all property-level debt covenants with the exception of four property-level debt instruments.
For those four property-level debt instruments, the Company 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. Each letter of credit, for so long as it is outstanding, represents a dollar-for-dollar reduction to availability for future borrowings under
the Company’s 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. These matters did not have a material impact on the Company’s liquidity or its ability to operate the impacted assets and do not constitute events
of default under the applicable debt instruments.
Note 6 — Revolving Credit Facility
The table below details the outstanding balances as of December 31, 2024 and 2023 under the credit agreement with KeyBank National Association, as agent,
and the other lender parties thereto which was originally entered into on July 24, 2017 and has been amended from time to time (the “Credit Agreement”). The
Credit Agreement consists solely of the senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”). In connection with the Mergers,
the Company amended the Credit Agreement on September 12, 2023 in order to, among other things, repay the outstanding indebtedness and obligations under
RTL’s credit facility. The Company exercised the existing “accordion feature” on the Revolving Credit Facility and increased the aggregate total commitments
under the Revolving Credit Facility by $500.0 million from $1.45 billion to $1.95 billion to repay and terminate RTL’s credit facility and to create additional
availability after the
(8)
(1)
(1)
F-31

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
closing of the REIT Merger. The sublimits for letters of credit and swing loans were also each increased from $50.0 million to $75.0 million.
The amendment to the Credit Agreement also included modifications to the change of control events to reflect the changes to the board composition and
management of the Company following the REIT Merger and other modifications to account for multi-tenant properties for the credit support of additional eligible
unencumbered properties that are owned by the subsidiaries of RTL OP that serve as guarantors under the Credit Agreement.
December 31, 2024
December 31, 2023
(In thousands)
TOTAL USD
USD 
GBP 
EUR 
CAD 
TOTAL USD
USD
GBP
EUR
CAD (6)
Revolving
Credit Facility
$
1,390,292 
$
494,119 
£
344,000 
€
422,145 
$
38,000 
$
1,744,182 
$ 1,030,962 
£ 261,000 
€
319,075 
$
38,000 
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 $1.27 for GBP, €1.00 to $1.10 for EUR and $1.00 CAD to $0.75 as of December 31, 2023 for illustrative purposes, as applicable.
The USD portion of the Revolving Credit Facility is 100% fixed via swaps and, as of December 31, 2024, had a weighted-average effective interest rate of 6.0% after giving effect to interest rate
swaps in place.
The GBP portion of Revolving Credit Facility is 58.1% fixed via swaps and, as of December 31, 2024, had a weighted-average effective interest rate of 6.4%.
The EUR portion of Revolving Credit Facility is 59.2% fixed via swaps and, as of December 31, 2024, had a weighted-average effective interest rate of 4.6% after giving effect to interest rate swaps in
place.
 The CAD portion of Revolving Credit Facility is 100% variable and, as of December 31, 2024, had a weighted-average effective interest rate of 6.0%.
In April 2024, the Company completed the CMBS Loan II financing and used the net proceeds to pay down draws on the USD portion of the Revolving Credit
Facility. Also in April 2024, the Company repaid its mortgage loan that encumbered its McLaren properties in the United Kingdom using borrowings under the
GBP portion of the Revolving Credit Facility, and, in June 2024, the Company repaid its mortgage loan that encumbered its properties in The Netherlands and
Luxembourg using borrowings under the EUR portion of the Revolving Credit Facility. The Company recorded losses related to debt extinguishments and debt
modifications of $15.9 million, which is recorded in loss on debt extinguishments and modifications in the consolidated statement operations for the year ended
December 31, 2024. Of this amount, $13.1 million was recorded in the second quarter of 2024, and was primarily due to cash payments made upon repaying certain
mortgage loans, primarily related to the fee required to be paid upon repayment of the mortgage loan that encumbered our McLaren properties in the U.K. This
mortgage loan was assumed as part of our acquisition of the McLaren properties in 2021 and included the fee noted above in the terms of the mortgage. The losses
related to debt modifications, incurred during the year ended December 31, 2024, primarily related to the modification of certain mortgage notes.
Credit Agreement - Terms
The Revolving Credit Facility requires payments of interest only prior to maturity. Borrowings under the Revolving Credit Facility bear interest at a variable
rate per annum based on an applicable margin that varies based on the ratio of consolidated total indebtedness to consolidated total asset value of the Company and
its subsidiaries plus either (i) the Base Rate (as defined in the Credit Agreement) or (ii) the applicable Benchmark Rate (as defined in the Credit Agreement) for the
currency being borrowed. The applicable interest rate margin is based on a range from 0.30% to 0.90% per annum with respect to Base Rate borrowings under the
Revolving Credit Facility and 1.30% to 1.90% per annum with respect to Benchmark Rate borrowings under the Revolving Credit Facility. For Benchmark Rate
Loans denominated in Dollars that bear interest calculated by reference to Term SOFR, there is an additional spread adjustment depending on the length of the
interest period. In addition, (i) if the Company achieves an investment grade credit rating from at least two rating agencies, the OP can elect for the spread to be
based on the credit rating of the Company, and (ii) the “floor” on the applicable Benchmark is 0%. As of December 31, 2024, the Revolving Credit Facility had a
weighted-average effective interest rate of 5.7% after giving effect to interest rate swaps in place.
The Revolving Credit Facility matures on October 8, 2026, subject to the Company’s option, subject to customary conditions, to extend the maturity date by up
to two additional six-month terms. Borrowings under the Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty,
subject to customary breakage costs associated with borrowings for the applicable Benchmark Rate.
(1)
(3)
(4)
(5)
(6)
(2)
(1)
(2)
(3)
(4) 
(5) 
(6)
F-32

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The Revolving Credit Facility requires the Company through the OP to pay an unused fee per annum of 0.25% of the unused balance of the Revolving Credit
Facility if the unused balance exceeds or is equal to 50% of the total commitment or a fee per annum of 0.15% of the unused balance of the Revolving Credit
Facility if the unused balance is less than 50% of the total commitment. From and after the time the Company obtains an investment grade credit rating, the unused
fee will be replaced with a facility fee based on the total commitment under the Revolving Credit Facility multiplied by 0.30%, decreasing as the Company’s credit
rating increases.
The Revolving Credit Facility is supported by a pool of eligible unencumbered properties that are owned by the subsidiaries of the OP that serve as guarantors.
The availability of borrowings under the Revolving Credit Facility continues to be based on the value of a pool of eligible unencumbered real estate assets owned
by the Company or its subsidiaries and compliance with various ratios related to those assets. As of December  31, 2024, approximately $332.5 million was
available for future borrowings under the Revolving Credit Facility. Any future borrowings may, at the option of the Company, be denominated in USD, EUR,
CAD, GBP, Norwegian Krone, Swedish Krona and Swiss Francs provided that the total principal amount of non-USD loans cannot exceed the sum of the total
revolving commitments minus $100.0 million. Amounts borrowed may not, however, be converted to, or repaid in, another currency once borrowed.
The Credit Agreement contains events of default relating to customary matters, including, among other things, payment defaults, covenant defaults, breaches of
representations and warranties, events of default under other material indebtedness, material judgments, bankruptcy events and change of control events, such as
certain changes to the composition of the Board and management. Upon the occurrence of an event of default, a majority of the lenders have the right to accelerate
the payment on any outstanding borrowings and other obligations.
The Company, through the OP, may reduce the amount committed under the Revolving Credit Facility and repay outstanding borrowings under the Revolving
Credit Facility, in whole or in part, at any time without premium or penalty, other than customary “breakage” costs payable on LIBOR borrowings. In the event of a
default, lenders have the right to terminate their obligations under the Revolving Credit Facility agreement and to accelerate the payment on any unpaid principal
amount of all outstanding loans. The Credit Agreement contains various customary operating covenants, including covenants restricting, among other things,
restricted payments (including dividends and share repurchases (see additional information below), the incurrence of liens, the types of investments the Company
may make, fundamental changes, agreements with affiliates and changes in nature of business. The Credit Agreement also contains financial maintenance covenants
with respect to maximum leverage, minimum fixed charge coverage, maximum secured leverage, maximum secured recourse debt, minimum tangible net worth,
maximum unencumbered leverage and unencumbered debt service coverage. As of December 31, 2024, the Company was in compliance with all covenants under
the Credit Agreement.
Under the terms of the Credit Agreement, the Company may not pay distributions, including cash dividends payable with respect to Common Stock, the
Company’s 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), its 6.875% Series B Cumulative
Redeemable Perpetual Preferred Stock $0.01 par value per share (“Series B Preferred Stock”), its Series D Preferred Stock, its Series E Preferred Stock, or any
other class or series of stock the Company may issue in the future, or redeem or otherwise repurchase shares of Common Stock, Series A Preferred Stock, Series B
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or any other class or series of stock the Company may issue in the future that exceed 100% of
the Company’s Adjusted FFO, as defined in the Credit Agreement (which is different from AFFO disclosed in this Annual Report on Form 10-K) for any period of
four consecutive fiscal quarters, except in limited circumstances, including that for one fiscal quarter in each calendar year, the Company may pay cash dividends
and other distributions, and make redemptions and other repurchases in an aggregate amount equal to no more than 105% of its Adjusted FFO. However,
notwithstanding the preceding sentence, the Company is permitted to make restricted payments (including the making of distributions and share repurchases) in an
amount required to be paid by the Company in order for it to (x) maintain its REIT status for federal and state income tax purposes and (y) avoid the payment of
federal and state income or excise tax. During a payment or bankruptcy event of default, restricted payments by the Company will only be permitted up to the
minimum amount needed to maintain the Company’s status as a REIT for federal and state income tax purposes. From and after the time the Company obtains and
continues to maintain an investment grade rating, the limitation on distributions discussed above will not be applicable. The Company last used the exception to pay
dividends that were between 100% of Adjusted FFO to 105% of Adjusted FFO during the quarter ended on June 30, 2020, and may use this exception in the future.
The Company’s ability to comply with the restrictions on the payment of distributions in the Credit Agreement depends on its ability to generate sufficient cash
flows that in the applicable periods exceed the level of Adjusted FFO required by these restrictions. If the Company is not able to generate the necessary level of
Adjusted FFO, the Company will have to reduce the amount of dividends paid on the common and the preferred stock or consider other actions. Alternatively, the
Company could elect to pay a portion of its dividends on the Common Stock in additional shares of Common Stock if approved by the Board.
F-33

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The Company and certain subsidiaries of the OP acting as guarantors (the “Guarantors”) have guaranteed, and any wholly owned eligible direct or indirect
subsidiary of the OP that directly or indirectly owns or leases a real estate asset added to the pool of eligible unencumbered properties required to be maintained
under the Credit Agreement is required to guarantee, the OP’s obligations under the Revolving Credit Facility. The Guarantors guaranteed the OP’s obligations
under the Revolving Credit Facility pursuant to one or more guarantees (collectively, the “Guaranty”) and a related contribution agreement which governs
contribution rights of the Guarantors in the event any amounts become payable under the Guaranty. For any Guarantor subsidiary of the OP, this guarantee will be
released if the Company achieves an investment grade credit rating from at least one rating agency, but will again be required (i) if the Company loses its
investment grade credit rating, or (ii) with respect to any Guarantor subsidiary of the Company, for so long as the subsidiary is the primary obligor under or
provides a guaranty to any holder of unsecured indebtedness.
Note 7 — Senior Notes, Net
The details of the Company’s senior notes are as follows:
December 31,
(In thousands)
2024
2023
3.75% Senior Notes
Aggregate principal amount
$
500,000 
$
500,000 
Less: Deferred financing costs
(4,100)
(5,491)
     3.75% Senior Notes, net
495,900 
494,509 
4.50% Senior Notes
Aggregate principal amount
500,000 
500,000 
Less: Discount
(89,799)
(108,464)
     4.50% Senior Notes, net
410,201 
391,536 
Senior Notes, Net
$
906,101 
$
886,045 
3.75% Senior Notes
On December 16, 2020, the Company and the OP (together the “Issuers”) issued $500.0 million aggregate principal amount of 3.75% Senior Notes due 2027
(the “3.75% Senior Notes”). In connection with the closing of the offering of the Senior Notes, the Company, the OP and their subsidiaries that guarantee the 3.75%
Senior Notes (the “3.75% Senior Note Guarantors”) entered into an indenture with U.S. Bank Trust Company, National Association, as successor to U.S. Bank
National Association, as trustee (the “3.75% Senior Notes Indenture”). The 3.75% Senior Notes, which were issued at par, will mature on December 15, 2027 and
accrue interest at a rate of 3.75% per year. Interest on the 3.75% Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year and
they do not require any principal payments prior to maturity.
The 3.75% Senior Notes are fully and unconditionally guaranteed on a joint and several basis by the subsidiaries of each Issuer that are guarantors under the
Revolving Credit Facility (the “3.75% Senior Note Guarantees”). Subject to certain exceptions, each future subsidiary of each Issuer that subsequently guarantees
indebtedness under the Revolving Credit Facility, any other syndicated loan facility or any capital markets indebtedness, in each case, is required to execute a
3.75% Senior Note Guarantee. Under certain circumstances, the 3.75% Senior Note Guarantors may be automatically released from their 3.75% Senior Note
Guarantees without the consent of the holders of the 3.75% Senior Notes.
The 3.75% Senior Notes are redeemable at the option of the Issuers, in whole at any time or in part from time to time, in each case prior to September 15, 2027,
for cash, at a redemption price equal to the greater of (i) 101% of the principal amount of the 3.75% Senior Notes to be redeemed or (ii) an amount equal to the sum
of the present values of the remaining scheduled payments of principal and interest on the 3.75% Senior Notes to be redeemed that would be due if the 3.75%
Senior Notes matured on September 15, 2027 (exclusive of unpaid interest accrued to, but not including, the date of redemption) discounted to the date of
redemption on a semi-annual basis at the treasury rate plus 50 basis points, plus, in each case, unpaid interest, if any, accrued to, but not including, the date of
redemption. In addition, at any time on or after September 15, 2027, the 3.75% Senior Notes will be redeemable, at the option of the Issuers, in whole at any time or
in part from time to time, for cash, at a redemption price equal to 100% of the principal amount of the 3.75% Senior Notes to be redeemed plus unpaid interest, if
any, accrued to, but not including, the date of redemption.
F-34

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
If a Change of Control Triggering Event (as defined in the 3.75% Senior Notes Indenture) occurs, the Issuers will be required to make an offer to purchase the
3.75% Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the purchase date.
If the Issuers or any of their restricted subsidiaries sell assets, under certain circumstances the Issuers will be required to make an offer to purchase the 3.75%
Senior Notes at a price equal to 100% of the principal amount, plus accrued interest and unpaid interest, if any, up to, but excluding, the purchase date.
The 3.75% Senior Notes Indenture contains covenants that, among other things, limit the ability of the Issuers and their restricted subsidiaries to (1) incur
additional indebtedness, (2) pay dividends and make distributions on the capital stock of the Company and each Issuer’s restricted subsidiaries, (3) make
investments or other restricted payments, (4) create liens on their assets, (5) enter into transactions with affiliates, (6) merge or consolidate or sell all or substantially
all of their assets, (7) sell assets and (8) create restrictions on the ability of their restricted subsidiaries to pay dividends or other amounts to them. These covenants
are subject to important exceptions and qualifications. In addition, if the 3.75% Senior Notes are rated investment grade by any two of Moody’s Investors Service,
Inc., Fitch Ratings Inc. and Standard & Poor’s Ratings Services, and at such time no default or event of default under the 3.75% Senior Notes Indenture has
occurred and is continuing, many of the covenants in the 3.75% Senior Notes Indenture will be suspended or become more lenient and may not go back into effect.
The 3.75% Senior Notes Indenture contains customary events of default which could, subject to certain conditions, cause the 3.75% Senior Notes to become
immediately due and payable. As of December 31, 2024, the Company was in compliance with the covenants under the 3.75% Senior Notes Indenture governing
the 3.75% Senior Notes.
4.50% Senior Notes
In connection with the REIT Merger, the Company and the OP assumed and became a guarantor of the 4.50% Senior Notes (the “4.50% Senior Notes” and the
indenture governing such notes, as supplemented from time to time, the “4.50% Senior Notes Indenture”) issued by RTL and the RTL OP (the “4.50% Senior Note
Issuers”). The assumption and guarantees made by the Company, the OP and certain of their subsidiaries (such entities, together with the existing subsidiary
guarantors of RTL and the RTL OP, the “4.50% Senior Note Guarantors”) were made pursuant to a supplemental indenture governing the 4.50% Senior Notes. The
4.50% Senior Notes were recorded at their estimated fair value on the Acquisition Date of the Mergers, resulting in the recording of a discount. This discount is
being amortized as an increase to interest expense over the remaining term of the 4.50% Senior Notes. The 4.50% Senior Notes, which RTL issued on October 7,
2021, were issued at par, will mature on September 30, 2028 and accrue interest at a rate of 4.50% per year. Interest on the 4.50% Senior Notes is payable semi-
annually in arrears on March 30 and September 30 of each year and they do not require any principal payments prior to maturity.
The 4.50% Senior Notes are fully and unconditionally guaranteed by the 4.50% Senior Note Guarantors (the “4.50% Senior Note Guarantees”). Subject to
certain exceptions, each future subsidiary of each of the 4.50% Senior Note Issuers that subsequently guarantees indebtedness under the Revolving Credit Facility,
any other syndicated loan facility or any capital markets indebtedness, in each case, of the 4.50% Senior Note Issuers or a 4.50% Senior Note Guarantor will be
required to execute a 4.50% Senior Note Guarantee. Under certain circumstances, the 4.50% Senior Note Guarantors may be automatically released from their
4.50% Senior Note Guarantees without the consent of the holders of the 4.50% Senior Notes.
The 4.50% Senior Notes and the 4.50% Senior Note Guarantees are senior unsecured obligations of the 4.50% Senior Notes Issuers and each 4.50% Senior
Note Guarantor and are equal in right of payment with all of the other existing and future senior unsecured indebtedness of the 4.50% Senior Notes Issuers and each
4.50% Senior Note Guarantor, including their obligations under the Revolving Credit Facility, senior in right of payment to any indebtedness that by its terms is
expressly subordinated to the 4.50% Senior Notes and the 4.50% Senior Note Guarantees, effectively subordinated to all of the existing and future secured
indebtedness of the 4.50% Senior Notes Issuers and each Guarantor to the extent of the value of the collateral securing such debt and structurally subordinated to all
existing and future indebtedness and other liabilities, including trade payables, of any subsidiary of the 4.50% Senior Notes Issuers that do not guarantee the 4.50%
Senior Notes.
The 4.50% Senior Notes are redeemable at the option of the 4.50% Senior Notes Issuers, in whole at any time or in part from time to time, in each case prior to
June 30, 2028, for cash, at a redemption price equal to the greater of (i) 101% of the principal amount of the 4.50% Senior Notes to be redeemed or (ii) an amount
equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if the
Senior Notes matured on June 30, 2028 (exclusive of unpaid interest accrued to, but not including, the date of redemption) discounted to the date of redemption on
a semi-annual basis at the treasury rate plus 50 basis points, plus, in each case, unpaid interest, if any, accrued to, but not including, the date of redemption. In
addition, at any time on or after June 30, 2028, the 4.50% Senior Notes will be redeemable, at the option of the Issuers, in whole at any time or in part from time to
time, for cash, at a
F-35

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
redemption price equal to 100% of the principal amount of the 4.50% Senior Notes to be redeemed plus unpaid interest, if any, accrued to, but not including, the
date of redemption.
If a Change of Control Triggering Event (as defined in the 4.50% Senior Notes Indenture) occurs, the 4.50% Senior Notes Issuers will be required to make an
offer to purchase the 4.50% Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the
purchase date.
If the 4.50% Senior Notes Issuers or any of their restricted subsidiaries sell assets, under certain circumstances the Senior Notes Issuers will be required to
make an offer to purchase the 4.50% Senior Notes at a price equal to 100% of the principal amount, plus accrued interest and unpaid interest, if any, up to, but
excluding, the purchase date.
The 4.50% Senior Notes Indenture contains covenants that, among other things, limit the ability of the 4.50% Senior Notes Issuers and their restricted
subsidiaries to (1) incur additional indebtedness, (2) pay dividends and make distributions on the capital stock of the Company and each Senior Notes Issuer’s
restricted subsidiaries, (3) make investments or other restricted payments, (4) create liens on their assets, (5) enter into transactions with affiliates, (6) merge or
consolidate or sell all or substantially all of their assets, (7) sell assets and (8) create restrictions on the ability of their restricted subsidiaries to pay dividends or
other amounts to them. These covenants are subject to important exceptions and qualifications. In addition, if the 4.50% Senior Notes are rated investment grade by
any two of Moody’s Investors Service, Inc., Fitch Ratings Inc. and Standard & Poor’s Ratings Services, and at such time no default or event of default under the
4.50% Senior Notes Indenture has occurred and is continuing, many of the covenants in the 4.50% Senior Notes Indenture will be suspended or become more
lenient and may not go back into effect.
The 4.50% Senior Notes Indenture contains customary events of default which could, subject to certain conditions, cause the 4.50% Senior Notes to become
immediately due and payable.
As of December 31, 2024, the Company and the issuers under the 4.50% Senior Notes Indenture were in compliance with the covenants under the Indenture
governing the 4.50% Senior Notes Indenture.
Note 8 — Fair Value of Financial Instruments
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash
flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms
of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance
defines three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market
data for substantially the entire contractual term of the asset or liability and those inputs are significant.
Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or
liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In
instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The
Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from
quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit
valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the
Company and its counterparties. As of December 31, 2024 and 2023, the Company has assessed the significance of the impact of the credit valuation adjustments
on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the
Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
F-36

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis
reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and
implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and
the performance risk of the counterparties.
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. This measurement is non-recurring and is only done as of the Acquisition
Date. For more information on the allocation of the consideration paid in the Mergers to the fair value of assets acquired, liabilities assumed, see Note 3 — The
Mergers.
Real Estate Investments Measured at Fair Value on a Non-Recurring Basis
The Company records impairments for real estate investments whenever the carrying value exceeds the estimated fair value (see Note 4 — Real Estate
Investments, Net for additional information on impairment charges recorded by the Company). The carrying value of these impaired real estate investments on the
consolidated balance sheet represents their estimated fair value at the time of impairment.
For the year ended December 31, 2024, the fair values of impaired properties were either based on the estimated selling price of such properties, or market
comparable transactions. For the year ended December 31, 2023, the fair values were based on a calculation of the estimated fair value, which was driven by an
assumed land value of £1.5 million per acre, for one property, and the others were based on the estimated selling prices of the assets. The impairments recorded in
the year ended December 31, 2022 were based on the estimated selling prices of the assets.
Impaired real estate investments which are held for use are generally classified in Level 3 of the fair value hierarchy.
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table presents information about the Company’s assets and liabilities (including derivatives that are presented net) measured at fair value on a
recurring basis as of December 31, 2024 and 2023, aggregated by the level in the fair value hierarchy within which those instruments fall.
(In thousands)
Quoted Prices in
Active Markets
Level 1
Significant Other
Observable Inputs
Level 2
Significant
Unobservable Inputs
Level 3
Total
December 31, 2024
Foreign currency forwards, net (GBP & EUR)
$
— 
$
1,583 
$
— 
$
1,583 
Interest rate swaps, net (USD, GBP & EUR)
$
— 
$
(2,831)
$
— 
$
(2,831)
December 31, 2023
Foreign currency forwards, net (GBP & EUR)
$
— 
$
(1,569)
$
— 
$
(1,569)
Interest rate swaps, net (USD, GBP & EUR)
$
— 
$
7,039 
$
— 
$
7,039 
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain
assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2024.
F-37

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Financial Instruments not Measured at Fair Value
The carrying value of short-term financial instruments such as cash and cash equivalents, restricted cash, due to/from related parties, prepaid expenses and
other assets, accounts payable, accrued expenses and dividends payable approximates their fair value due to their short-term nature. The fair value approaches used
rely on unobservable inputs and therefore are classified as Level 3 in the fair value hierarchy.
•
The gross carrying value of the Company’s mortgage notes payable as of December 31, 2024 and 2023 were $2.3 billion and $2.7 billion, respectively. The
fair value of gross mortgage notes payable as of December 31, 2024 and 2023 was $2.2 billion and $2.5 billion, respectively, and is based on estimates of
market interest rates.
•
As of December 31, 2024 the advances to the Company under the Revolving Credit Facility had a carrying value of $1.4 billion and a fair value of $1.4
billion. As of December 31, 2023 the advances to the Company under the Revolving Credit Facility had a carrying value of $1.7 billion and a fair value of
$1.7 billion.
•
As of December 31, 2024, the 3.75% Senior Notes had a gross carrying value of $500.0 million and a fair value of $458.1 million. As of December 31,
2023, the 3.75% Senior Notes had a gross carrying value of $500.0 million and a fair value of $416.3 million.
•
As of December 31, 2024, the 4.50% Senior Notes had a gross carrying value of $500.0 million and a fair value of $458.8 million.
Note 9 — Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts to hedge
all or a portion of the interest rate risk associated with its borrowings. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign
interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional
currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency,
the USD.
The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to
hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate and currency
risk management. The use of derivative financial instruments carries certain risks, including the risk that any counterparty to a contractual arrangement may not be
able to perform under the agreement. To mitigate this risk, the Company only enters into a derivative financial instrument with a counterparty with a high credit
rating with a major financial institution, with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate
that any such counterparty will fail to meet its obligations, but there is no assurance that any counterparty will meet these obligations.
F-38

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of
December 31, 2024 and 2023:
December 31,
(In thousands)
Balance Sheet Location
2024
2023
Derivatives designated as hedging instruments:
Interest rate “pay-fixed” swaps (USD)
Derivative liabilities, at fair value
$
(1,179)
$
(2,110)
Interest rate “pay-fixed” swaps (GBP)
Derivative liabilities, at fair value
(602)
— 
Interest rate “pay-fixed” swaps (EUR)
Derivative assets, at fair value
260 
5,987 
Interest rate “pay-fixed” swaps (EUR)
Derivative liabilities, at fair value
(1,310)
— 
Total
$
(2,831)
$
3,877 
Derivatives not designated as hedging instruments:
Foreign currency forwards (GBP-USD)
Derivative assets, at fair value
$
1,156 
$
878 
Foreign currency forwards (GBP-USD)
Derivative liabilities, at fair value
(628)
(1,906)
Foreign currency forwards (EUR-USD)
Derivative assets, at fair value
1,055 
588 
Foreign currency forwards (EUR-USD)
Derivative liabilities, at fair value
— 
(1,129)
Interest rate swaps (EUR)
Derivative assets, at fair value
— 
3,162 
Total
$
1,583 
$
1,593 
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To
accomplish this objective, the Company primarily uses interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate
amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional
amount.
All of the changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income
(“AOCI”) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. For the year ended December 31,
2024, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
Amounts reported in AOCI related to derivatives are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. In the
second quarter of 2022 the Company accelerated the reclassification of amounts in other comprehensive income to earnings as a result of certain hedged forecasted
transactions becoming probable not to occur. The accelerated amount was a gain of $2.4 million in the three months ended June 30, 2022 and is recorded in
unrealized gain on undesignated foreign currency advances and other hedge ineffectiveness in the Company’s consolidated income statement for the year ended
December 31, 2022. During the next 12 months ending December 31, 2025, the Company estimates that an additional $0.3 million will be reclassified from other
comprehensive income as a decrease to interest expense.
As of December 31, 2024 and 2023, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest
rate risk:
December 31,
2024
2023
Derivatives
Number of
Instruments
Notional Amount
Number of
Instruments
Notional Amount
(In thousands)
(In thousands)
Interest rate “pay-fixed” swaps (GBP)
3
$
250,718 
—
$
— 
Interest rate “pay-fixed” swaps (EUR)
9
321,178 
11
308,233 
Interest rate “pay-fixed” swaps (USD)
9
600,000 
5
300,000 
Total
21
$
1,171,896 
16
$
608,233 
F-39

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow
hedges for the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31,
(In thousands)
2024
2023
2022
Amount of (loss) gain recognized in AOCI from derivatives
$
7,928 
$
(5,100)
$
27,896 
Amount of gain (loss) reclassified from AOCI into income as interest expense
$
14,583 
$
15,744 
$
(5)
Total interest expense recorded in the consolidated statements of operations
$
326,932 
$
179,411 
$
97,510 
Net Investment Hedges
The Company is 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 its functional currency, the USD. For derivatives designated as net investment hedges, all of the
changes in the fair value of the derivatives, including the ineffective portion of the change in fair value of the derivatives, if any, are reported in AOCI (outside of
earnings) as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or
substantially liquidated. As of December 31, 2024 and 2023 the Company did not have foreign currency derivatives that were designated as net investment hedges
used to hedge its net investments in foreign operations and during the years ended December 31, 2024, 2023 and 2022, the Company did not use foreign currency
derivatives that were designated as net investment hedges.
Foreign Denominated Debt Designated as Net Investment Hedges
All foreign currency denominated borrowings under the Revolving Credit Facility are designated as net investment hedges. As such, the designated portion of
changes in value due to currency fluctuations are reported in AOCI (outside of earnings) as part of the cumulative translation adjustment. The remeasurement gains
and losses attributable to the undesignated portion of the foreign-currency denominated debt are recognized directly in earnings. Amounts are reclassified out of
AOCI into earnings when the hedged net investment is either sold or substantially liquidated, or if the Company should no longer possess a controlling interest. The
Company records adjustments to earnings for currency impacts related to undesignated excess positions, if any. During the year ended December 31, 2024, the
Company recorded gains of $3.2 million due to currency changes on the undesignated excess foreign currency advances over the related net investments. There
were no undesignated excess positions at any time during the years ended December 31, 2023 and 2022.
Non-Designated Derivatives
The Company is exposed to fluctuations in the exchange rates of its functional currency, the USD, against the GBP and the EUR. The Company has used and
may continue to use foreign currency derivatives, including options, currency forward and cross currency swap agreements, to manage its exposure to fluctuations
in GBP-USD and EUR-USD exchange rates. While these derivatives are economically hedging the fluctuations in foreign currencies, they do not meet the strict
hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under qualifying hedging
relationships are recorded directly in net income (loss). The Company recorded gains of $4.2 million, losses of $3.7 million and gains of $18.6 million on the non-
designated hedges for the years ended December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2024 and 2023, the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging
relationships:
December 31, 2024
December 31, 2023
Derivatives
Number of
Instruments
Notional Amount
Number of
Instruments
Notional Amount
(In thousands)
(In thousands)
Foreign currency forwards (GBP - USD)
30
$
69,574 
29
$
54,745 
Foreign currency forwards (EUR - USD)
19
29,085 
28
41,952 
Interest rate swaps (EUR)
—
— 
3
154,062 
Total
49
$
98,659 
60
$
250,759 
F-40

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Offsetting Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2024 and 2023.
The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location
that derivative assets and liabilities are presented on the accompanying consolidated balance sheets.
Gross Amounts Not Offset on the
Balance Sheet
(In thousands)
Gross Amounts
of Recognized
Assets
Gross Amounts
of Recognized
(Liabilities)
Gross Amounts
Offset on the
Balance Sheet
Net Amounts of
Assets (Liabilities)
presented on the
Balance Sheet
Financial
Instruments
Cash Collateral
Received
(Posted)
Net Amount
December 31, 2024
$
2,471 
$
(3,719)
$
— 
$
(1,248)
$
— 
$
— 
$
(1,248)
December 31, 2023
$
10,615 
$
(5,145)
$
— 
$
5,470 
$
— 
$
— 
$
5,470 
In addition to the above derivative arrangements, the Company also uses non-derivative financial instruments to hedge its exposure to foreign currency
exchange rate fluctuations as part of its risk management program, including foreign denominated debt issued and outstanding with third parties to protect the value
of its net investments in foreign subsidiaries against exchange rate fluctuations. The Company has drawn, and expects to continue to draw, foreign currency
advances under the Revolving Credit Facility to fund certain investments in the respective local currency which creates a natural hedge against the original equity
invested in the real estate investments, removing the need for the final cross currency swaps.
Credit-Risk-Related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being
declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of December 31, 2024, the Company did not have any counterparties where the net derivative fair value held by that counterparty was in a net liability
position including accrued interest but excluding any adjustment for nonperformance. As of December 31, 2024, the Company had not posted any collateral related
to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle
its obligations under the agreements at their aggregate termination value.
Note 10 — Stockholders' Equity
Common Stock
As of December 31, 2024 and 2023, the Company had 231,051,139 and 230,885,197, respectively, shares of Common Stock issued and outstanding, including
Restricted Shares and excluding RSUs and PSUs. Unvested RSUs and PSUs may be settled in shares of Common Stock in the future.
ATM Program — Common Stock
The Company has an “at the market” equity offering program (the “Common Stock ATM Program”) pursuant to which the Company may sell shares of
Common Stock, from time to time, through its sales agents. In November 2022, the Company filed a new shelf registration statement and prospectus supplement
covering the Common stock ATM Program having an aggregate offering price of up to $285.0 million, prior to the expiration of its previous registration statement,
which had an aggregate offering price up to $500.0 million ($285.0 million was sold under the previous registration statement).
•
The Company did not sell any shares of Common Stock through the Common Stock ATM Program during the years ended December 31, 2024 or 2023.
•
During the year ended December 31, 2022, the Company sold 70,218 shares of Common Stock through the Common Stock ATM Program for gross
proceeds of $1.1 million, before nominal commissions and issuance costs were paid.
Equity Consideration Issued in Connection with the Mergers
As previously disclosed in Note 3 — The Mergers, during the year ended December 31, 2023, the Company issued:
•
123,257,677 shares of Common Stock,
•
7,933,711 shares of newly created Series D Preferred Stock (see “Preferred Stock” section below) and
•
4,595,175 shares of newly created Series E Preferred Stock (see “Preferred Stock” section below).
In addition, the OP issued 115,857 Class A Units to the previous owner of RTL Class A Units. Subsequently, in December 2024, the holder exchanged all of
these Class A Units for an equal amount of shares of Common Stock.
Additional Paid-In Capital - Common Stock Related to Cooperation Agreement and Other Arrangements
On June 4, 2023, the Company entered into a Cooperation Agreement and Release (the “Cooperation Agreement”) with Blackwells Capital LLC, an affiliate of
Blackwells Onshore I LLC, and certain others involved with the 2023 proxy solicitation (collectively “Blackwells/Related Parties”) and related litigation which
began in December 2022. Under the Cooperation Agreement, all parties agreed to dismiss, with prejudice, any ongoing litigation.
As part of the Cooperation Agreement, the Company issued Common Stock to the Blackwells/Related Parties as a settlement fee and for consulting and
advisory services and reimbursed expenses to the Blackwells/Related Parties. Under the Cooperation Agreement:
•
The Company issued 495,000 shares of Common Stock to the Blackwells/Related Parties on July 11, 2023 as a settlement fee. As a result of these shares
being issuable as of June 30, 2023, the Company recorded expense and an increase to additional paid-in capital of $4.9 million in the three months ended
June 30, 2023, and the expense is presented in the settlement costs line item of the consolidated statement of operations for the year ended December 31,
2023.
•
The Company issued 1,600,000 shares of Common Stock to the Blackwells/Related Parties on September 12, 2023 as consideration for consulting and
advisory services performed pursuant to the Cooperation Agreement, including corporate governance, stockholder engagement and outreach, investor
relations and proxy advisory firm engagement, and analysis prior to the Acquisition Date. As a result, the Company recorded expense and an increase to
additional paid-in capital of $15.9 million in the three months ended September 30, 2023, and the expense is presented in the settlement costs line item of
the consolidated statement of operations for the year ended December 31, 2023.

•
The Company reimbursed Blackwells $8.8 million of expenses in June 2023, which is presented in the settlement costs line item of the consolidated
statements of operations for the year ended December 31, 2023.
Also, on June 30, 2023, the Company entered into an agreement with an unaffiliated third party to provide certain advisory services to the Company related to
the Mergers. In exchange for these services, the Company issued 45,579 shares of Common Stock to the third party on July 13, 2023 as a non-refundable retainer
and recorded expense and an increase to additional paid-in-capital of $0.5 million, which is recorded in the consolidated financial statements for the year ended
December 31, 2023.
Also, in October, 2023 the Company issued an additional 59,253 shares of Common Stock to the same third party, upon completion of the third party’s
services, and recorded expense and an increase to additional paid-in-capital of $0.6 million, which is recorded in the consolidated financial statements for the year
ended December 31, 2023.
As more fully discussed in Note 13 — Equity-Based Compensation, as of September 11, 2023, the end of the performance period applicable to the 2,500,000
GNL LTIP Units granted to the former Advisor pursuant to the 2021 OPP, a total of 883,750 of the GNL LTIP Units were earned and became vested and the
remainder were forfeited. The earned GNL LTIP Units were subsequently converted into an equal number of shares of Common Stock on the Acquisition Date. As a
result, the Company recorded a reclassification of $27.7 million from non-controlling interests to additional paid-in-capital, which is recorded in the consolidated
statement of equity the year ended December 31, 2023.
Preferred Stock
As discussed in Note 3 — The Mergers, in connection with the REIT Merger, each issued and outstanding share of (i) RTL Series A Preferred Stock was
automatically converted into one share of newly created Series D Preferred Stock, and (ii) RTL Series C Preferred Stock was automatically converted into one share
of newly created Series E Preferred Stock. The Series D Preferred Stock and Series E Preferred Stock have substantially identical powers, preferences, privileges,
and rights as the RTL Series A Preferred Stock and RTL Series C Preferred Stock, respectively.
The Company is authorized to issue up to 40,000,000 shares of Preferred Stock.
•
The Company has classified and designated 9,959,650 shares of its authorized Preferred Stock as authorized shares of its Series Preferred Stock as of
December 31, 2024 and 2023. The Company had 6,799,467 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2024 and 2023.
•
The Company has classified and designated 11,450,000 shares of its authorized Preferred Stock as authorized shares of its Series B Preferred Stock as of
December 31, 2024 and 2023. The Company had 4,695,887 shares of Series B Preferred Stock issued and outstanding, as of December 31, 2024 and 2023.
•
As of December 31, 2023 and through February 26, 2024, the Company had classified and designated 100,000 shares of its authorized Preferred Stock as
authorized shares of its Series C preferred stock, $0.01 par value (“Series C Preferred Stock”). On February 26, 2024, the Company reclassified and
redesignated each of the 100,000 shares of
Series C Preferred Stock into 100,000 shares of unclassified and undesignated Preferred Stock. The Company has never issued any shares of Series C
Preferred Stock.
•
The Company has classified and designated 7,933,711 shares of its authorized Preferred Stock as authorized shares of Series D Preferred Stock, as of
December 31, 2024. The Company had 7,933,711 shares of Series D Preferred Stock issued and outstanding as of December 31, 2024 and 2023.
•
The Company has classified and designated 4,595,175 shares of its authorized Preferred Stock as authorized shares of Series E Preferred Stock, as of
December 31, 2024. The Company had 4,595,175 shares of Series E Preferred Stock issued and outstanding as of December 31, 2024 and 2023.
ATM Program — Series B Preferred Stock
In December 2019, the Company established an “at the market” equity offering program for its Series B Preferred Stock (the “Series B Preferred Stock ATM
Program”) pursuant to which the Company may sell shares of Series B Preferred Stock, from time to time through its sales agents. In November 2022, the Company
filed a new shelf registration statement and prospectus supplement covering the Series B Preferred stock ATM Program having an aggregate offering price of up to
$170.0 million, prior to the expiration of its previous registration statement, which had an aggregate offering price up to $200.0 million.
•
During the years ended December 31, 2024 and 2023, the Company did not sell any shares of its Series B Preferred Stock through the Series B Preferred
Stock ATM Program.
•
During the year ended December 31, 2022, the Company sold 191,994 shares of its Series B Preferred Stock through the Series B Preferred Stock ATM
Program for gross proceeds of $4.8 million before nominal commissions paid and issuance costs.
Series A Preferred Stock - Terms
Holders of Series A Preferred Stock are entitled to cumulative dividends in an amount equal to $1.8125 per share each year, which is equivalent to the rate of
7.25% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless
redeemed or otherwise repurchased. The Series A Preferred Stock is redeemable in whole or in part, at the Company’s option, at a cash redemption price of $25.00
per share plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon
the occurrence of a Delisting Event or a Change of Control (each as defined in the articles supplementary governing the terms of the Series A Preferred Stock (the
“Articles Supplementary”), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole but not in part, within 90
days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by
paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not
including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the
holders of Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Common Stock based on a defined formula subject to
a cap whereby the holders of Series A Preferred Stock may receive a maximum of 2.301 shares of Common Stock (as adjusted for any stock splits) per share of
Series A Preferred Stock. The necessary conditions to convert the Series A Preferred Stock into Common Stock have not been met as of December 31, 2024.
Therefore, Series A Preferred Stock did not impact Company’s earnings per share calculations.
The Series A Preferred Stock ranks senior to Common Stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary
liquidation, dissolution or winding up, and on parity with the Series B Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.
If dividends on any outstanding shares of Series A Preferred Stock have not been paid for six or more quarterly periods, holders of Series A Preferred Stock and
holders of any other class or series of preferred stock ranking on parity with the Series A Preferred Stock, including the Series B Preferred Stock, Series D Preferred
Stock and Series E Preferred Stock, will have the exclusive power, voting together as a single class, to elect two additional directors until all accrued and unpaid
dividends on the Series A Preferred Stock have been fully paid. In addition, the Company may not authorize or issue any class or series of equity securities ranking
senior to the Series A Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding-up or amend
the Company’s charter to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes
entitled to be cast on the matter by holders of outstanding shares of Series A Preferred Stock and holders of any other similarly-affected classes and series of
preferred stock ranking on parity with the Series A Preferred Stock, including the Series B Preferred Stock, Series D
Preferred Stock and Series E Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred
Stock do not have any voting rights.

Series B Preferred Stock - Terms
Holders of Series B Preferred Stock are entitled to cumulative dividends in an amount equal to $1.71875 per share each year, which is equivalent to the rate of
6.875% of the $25.00 liquidation preference per share per annum. The Series B Preferred Stock has no stated maturity and will remain outstanding indefinitely
unless redeemed or otherwise repurchased. On and after November 26, 2024, at any time and from time to time, the Series B Preferred Stock will be redeemable in
whole or in part, at the Company’s option, at a cash redemption price of $25.00 per share plus an amount equal to all dividends accrued and unpaid (whether or not
declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the
articles supplementary governing the terms of the Series B Preferred Stock (the “Series B Articles Supplementary”), the Company may, subject to certain
conditions, at its option, redeem the Series B Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or
within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an
amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise
these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series B Preferred Stock will have certain rights to convert
Series B Preferred Stock into shares of Common Stock based on a defined formula subject to a cap whereby the holders of Series B Preferred Stock may receive a
maximum of 2.5126 shares of Common Stock (as adjusted for any stock splits) per share of Series B Preferred Stock. The necessary conditions to convert the Series
B Preferred Stock into Common Stock have not been met as of December 31, 2024. Therefore, Series B Preferred Stock did not impact Company’s earnings per
share calculations.
The Series B Preferred Stock ranks senior to Common Stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary
liquidation, dissolution or winding up, and on parity with the Series A Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.
If dividends on any outstanding shares of Series B Preferred Stock have not been paid for six or more quarterly periods, holders of Series B Preferred Stock and
holders of any other class or series of preferred stock ranking on parity with the Series B Preferred Stock, including the Series A Preferred Stock, Series D Preferred
Stock and Series E Preferred Stock, will be entitled to vote together as a single class, will have the exclusive power, voting together as a single class, to elect two
additional directors until all accrued and unpaid dividends on the Series B Preferred Stock have been fully paid. In addition, the Company may not authorize or
issue any class or series of equity securities ranking senior to the Series B Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary
or involuntary liquidation, dissolution or winding-up or amend our charter to materially and adversely change the terms of the Series B Preferred Stock without the
affirmative vote of at least two-thirds of the votes entitled to be cast on the matter by holders of outstanding shares of Series B Preferred Stock and holders of any
other similarly-affected classes and series of preferred stock ranking on parity with the Series B Preferred Stock, including the Series A Preferred Stock, Series D
Preferred Stock and Series E Preferred Stock. Other than the limited circumstances described above and in the Series B Articles Supplementary, holders of Series B
Preferred Stock do not have any voting rights.
Series D Preferred Stock - Terms
Holders of Series D Preferred Stock are entitled to cumulative dividends at a rate of 7.50% of the $25.00 liquidation preference per share per annum. The
Series D Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. On and after March 26, 2024, at
any time and from time to time, the Series D Preferred Stock is redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per
share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon the
occurrence of a Delisting Event or a Change of Control, (each as defined in the articles supplementary governing the terms of the Series D Preferred Stock (the
“Series D Articles Supplementary”), the Company may, subject to certain conditions, at its option, redeem the Series D Preferred Stock, in whole but not in part,
within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as
applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to,
but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control,
the holders of Series D Preferred Stock will have certain rights to convert Series D Preferred Stock into shares of Common Stock.
The Series D Preferred Stock ranks senior to Common Stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary
liquidation, dissolution or winding up, and on parity with the Series A Preferred Stock, Series B Preferred Stock and Series E Preferred Stock.
If dividends on any outstanding shares of Series D Preferred Stock have not been paid for six or more quarterly periods, holders of Series D Preferred Stock
and holders of any other class or series of preferred stock ranking on parity with the Series
D Preferred Stock, including the Series A Preferred Stock, Series B Preferred Stock and Series E Preferred Stock, will have the exclusive power, voting together in
a single class, to elect two additional directors until all accrued and unpaid dividends on the Series D Preferred Stock have been fully paid. In addition, the
Company may not authorize or issue any class or series of equity securities ranking senior to the Series D Preferred Stock with respect to dividend rights and rights
upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up or amend the Company’s charter to materially and adversely change the terms
of the Series D Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter by holders of outstanding shares of
Series D Preferred Stock and holders of any other similarly-affected classes and series of preferred stock ranking on parity with the Series D Preferred Stock,
including the Series A Preferred Stock, Series B Preferred Stock and Series E Preferred Stock. Other than the limited circumstances described above and in the
Series D Articles Supplementary, holders of Series D Preferred Stock do not have any voting rights.
Series E Preferred Stock - Terms
Holders of Series E Preferred Stock are entitled to cumulative dividends in the amount of 7.375% of the $25.00 liquidation preference per share per annum.
The Series E Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. On and after December 18,
2025, at any time and from time to time, the Series E Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price
of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In
addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the articles supplementary governing the terms of the Series E
Preferred Stock (the “Series E Articles Supplementary”), the Company may, subject to certain conditions, at its option, redeem the Series E Preferred Stock, in
whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of
Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not
declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a
Change of Control, the holders of Series E Preferred Stock will have certain rights to convert Series E Preferred Stock into shares of Common Stock.
The Series E Preferred Stock ranks senior to Common Stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary
liquidation, dissolution or winding up, and on parity with the Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock.
If dividends on any outstanding shares of Series E Preferred Stock have not been paid for six or more quarterly periods, holders of Series E Preferred Stock and
holders of any other class or series of preferred stock ranking on parity with the Series E Preferred Stock, including the Series A Preferred Stock, Series B Preferred
Stock and Series D Preferred Stock, will have the exclusive power, voting together in a single class, to elect two additional directors until all accrued and unpaid
dividends on the Series E Preferred Stock have been fully paid. In addition, the Company may not authorize or issue any class or series of equity securities ranking
senior to the Series E Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up
or amend the Company’s charter to materially and adversely change the terms of the Series E Preferred Stock without the affirmative vote of at least two-thirds of
the votes entitled to be cast on the matter by holders of outstanding shares of Series E Preferred Stock and holders of any other similarly-affected classes and series
of preferred stock ranking on parity with the Series E Preferred Stock, including the Series A Preferred Stock, Series B Preferred Stock and Series D Preferred

Stock. Other than the limited circumstances described above and in the Series E Articles Supplementary, holders of Series E Preferred Stock do not have any voting
rights.
Dividends
Common Stock Dividends
On February 26, 2024, the Board approved a dividend policy that reduced the Company’s 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 still effective through January 2025.
On February 27, 2025, the Company announced that the Board plans to reduce the 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. The reduction of the dividend rate
is expected to yield benefits to the Company, including increasing the amount of cash that may be used to lower leverage.
In connection with the Mergers, in October 2023, the Board approved an annual dividend rate of $1.42 per share, or $0.354 per share on a quarterly basis. The
first dividend paid at this rate occurred on October 16, 2023 and, accordingly, during the three months ended March 31, 2024, the Company paid dividends at this
rate as well. During the nine months ended September 30, 2023 and the year ended December 31, 2022, the Company paid dividends at an annual rate of $1.60 per
share or $0.40 per share on a quarterly basis.
Dividends authorized by the Board and declared by the Company 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. The Board may
alter the amounts of dividends paid or suspend dividend payments at any time prior to declaration and therefore dividend payments are not assured. For purposes of
the presentation of information herein, the Company may refer to distributions by the OP on Class A Units and GNL LTIP Units as dividends. In addition, see Note
6 — Revolving Credit Facility for additional information on the restrictions on the payment of dividends and other distributions imposed by the Revolving Credit
Facility.
The following table details from a tax perspective, the portion of cash paid for Common Stock dividends, during the years presented, classified as return of
capital and ordinary dividend income, per share per annum:
Year Ended December 31,
(In thousands)
2024
2023
2022
Return of capital
$
1.18 
100.0 %
$
1.55 
100.0 %
$
1.60 
100.0 %
Ordinary dividend income
— 
— %
— 
— %
— 
— %
Total
$
1.18 
100.0 %
$
1.55 
100.0 %
$
1.60 
100.0 %
Series A Preferred Stock Dividends
Dividends on Series A Preferred Stock accrue in an amount equal to $0.453125 per share per quarter to holders of Series A Preferred Stock, which is equivalent
to 7.25% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Dividends on the Series A Preferred Stock are payable quarterly in
arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of record at the
close of business on the record date set by the Board. Dividends paid during the year ended December 31, 2024 and 2023 on the Series A Preferred Stock were
considered 89.3% and 100.0% return of capital, respectively, and dividends paid during the year ended December 31, 2022 on the Series A Preferred Stock were
considered 69.9% ordinary dividend income.
Series B Preferred Stock Dividends
Dividends on Series B Preferred Stock accrue in an amount equal to $0.4296875 per share per quarter to holders of Series B Preferred Stock, which is
equivalent to 6.875% of the $25.00 liquidation preference per share of Series B Preferred Stock per annum. Dividends on the Series B Preferred Stock are payable
quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of
record at the close of business on the record date set by the Board. 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, and dividends paid during the year ended December 31, 2022 on the Series B Preferred
Stock were considered 69.9% ordinary dividend income.
Series D Preferred Stockholders
Dividends on the Company’s Series D Preferred Stock accrue in an amount equal to $0.46875 per share per quarter to Series D Preferred Stockholders, which
is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series D 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 on
the applicable record date. Dividends paid during the years ended December 31, 2024 and 2023 on the Series D Preferred Stock were considered 89.3% and 100%
return of capital, respectively.
Series E Preferred Stockholders
Dividends on the Company’s Series E Preferred Stock accrue in an amount equal to $0.4609375 per share per quarter to Series E Preferred Stockholders, which
is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. 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 on
the applicable record date. Dividends paid during the years ended December 31, 2024 and 2023 on the Series E Preferred Stock were considered 89.3% and 100%
return of capital, respectively.
Note 11 — Commitments and Contingencies
Lessee Arrangements
As of December 31, 2024, the Company leases land under 17 ground leases associated with certain properties and also has two operating leases for office
space. The aggregate durations for the ground leases and operating leases range from 5.5 to 119
F-41

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
years as of December 31, 2024. The Company did not enter into any new ground or operating leases during the twelve months of 2024.
As of December 31, 2024 and 2023, the Company’s balance sheet includes ROU assets of $74.3 million and $77.0 million, respectively, and operating lease
liabilities of $48.3 million and $48.4 million, respectively. In determining the operating ROU assets and lease liabilities for the Company’s existing operating leases
in accordance with lease accounting rules, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the
terms of the leases. Since the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-
collateralized basis, the Company’s estimate of this rate required significant judgment.
As of December 31, 2024, the Company’s ground leases and operating leases have a weighted-average remaining lease term of approximately 25.1 years and a
weighted-average discount rate of 5.81% . For the years ended December 31, 2024, 2023 and 2022, the Company paid cash of approximately $4.0 million, $2.3
million and $1.3 million, respectively, for amounts included in the measurement of lease liabilities. For the years ended December 31, 2024, 2023 and 2022, the
Company recorded expense of $1.5 million, $1.4 million and $1.3 million, respectively, on a straight-line basis in accordance with the standard. The lease expense
is recorded in property operating expenses in the Company’s consolidated statements of operations.
F-42

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The following table reflects the base cash rental payments due from the Company as of December 31, 2024:
(In thousands)
Future Base Rent Payments 
2025
$
3,751 
2026
3,895 
2027
3,976 
2028
4,002 
2029
4,023 
Thereafter
73,990 
Total minimum lease payments
93,637 
Less: Effects of discounting
(45,304)
Total present value of lease payments
$
48,333 
 Assumes exchange rates of £1.00 to $1.25 for GBP and €1.00 to $1.04 for EUR as of December 31, 2024 for illustrative purposes, as applicable.
Ground lease rental payments due for the Company’s ING Amsterdam lease are not included in the table above as the Company’s ground rent for this property is prepaid through 2050.
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory
proceedings pending or known to be contemplated against the Company.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters.
As of December 31, 2024, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of
any other environmental condition that it believes will have a material adverse effect on the results of operations.
Note 12 — Related Party Transactions
Prior to the consummation of the Internalization Merger on September 12, 2023, the Company had retained the former Advisor to manage the Company’s
affairs on a day-to-day basis and the Company’s properties were managed and leased to third parties by the Property Manager. Prior to the Internalization Merger on
September 12, 2023, the former Advisor and the Property Manager were under common control with AR Global, and these related parties had historically received
compensation and fees for various services provided to the Company.
The consummation of the Internalization Merger on September 12, 2023 resulted in the internalization of the management of the Company with its own
dedicated workforce, including by terminating (i) the Company’s existing arrangement for advisory management services provided by the former Advisor pursuant
to the Advisory Agreement and (ii) RTL’s existing arrangement for advisory management services provided by the RTL Advisor and assuming (i) the Company’s
existing arrangement for property management services provided by the Property Manager and (ii) RTL’s existing arrangement for property management services
provided by the RTL Property Manager. All assets and contracts (including leases) necessary or desirable in the judgment of the Company and to conduct the
business of the Company following the Mergers and all desired employees were placed into subsidiaries of AR Global that were merged with subsidiaries of the
Company upon the completion of the Internalization Merger. As a result of the completion of the Internalization Merger, and termination of the contracts noted
above, beginning as of the Acquisition Date, the Company longer incurs fees from these contracts. However, the Company incurred and will continue to incur costs
for employee compensation, which are included in general and administrative expenses in the Company’s consolidated statement of operations. The Company
engaged a third party service provider to assist with this process.
For additional information on the Internalization Merger, including the consideration paid to AR Global, see Note 3 — The Mergers.
Upon consummation of the Internalization Merger, the Company began renting office space for its own dedicated workforce at a property owned by affiliates
of AR Global, the former Advisor.
(1)
 (2)
(1)
(2) 
F-43

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Terminated Advisory Agreement and Assumed Property Management Agreements
The discussion below summarizes various related party agreements and transactions that ceased as of the Acquisition Date of the Mergers.
Fees Paid in Connection with the Operations of the Company
Prior to the Internalization Merger, when it was owned by AR Global, the former Advisor provided day-to-day asset management services for the Company
pursuant to the Advisory Agreement. Prior to the Internalization Merger, under the Advisory Agreement, by and among the Company, the OP and the former
Advisor, the Company historically paid the former Advisor the following fees in cash:
(a)    a minimum base fee of $18.0 million per annum payable in cash monthly in advance (“Minimum Base Management Fee”); and
(b)    a variable fee amount equal to 1.25% per annum of the sum, since the effective date of the Advisory Agreement in June 2015, of: (i) the cumulative net
proceeds of all common equity issued by the Company (ii) any equity of the Company issued in exchange for or conversion of preferred stock or
exchangeable notes, based on the stock price at the date of issuance; and (iii) any other issuances of common, preferred, or other forms of equity of the
Company, including units in an operating partnership (excluding equity based compensation but including issuances related to an acquisition, investment,
joint-venture or partnership) (the “Variable Base Management Fee”).
The Company was required to pay the former Advisor any Incentive Compensation (as defined in the Advisory Agreement), generally payable in quarterly
installments 50% in cash and 50% in shares of Common Stock (subject to certain lock up restrictions). The former Advisor did not earn any Incentive
Compensation during the years ended December 31, 2023 or 2022.
Property Management Fees
Prior to the Internalization Merger, when it was owned by AR Global, the Property Manager provided property management and leasing services for properties
owned by the Company, for which the Company pays fees to the Property Manager equal to: (i) with respect to stand-alone, single-tenant net leased properties
which are not part of a shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross
revenues from the properties managed in each case plus market-based leasing commissions applicable to the geographic location of the applicable property.
For services related to overseeing property management and leasing services provided by any person or entity that was not an affiliate of the Property Manager,
the Company paid the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed. This oversight fee was no longer applicable to
39 of the Company’s properties which became subject to separate property management agreements with the Property Manager in connection with certain mortgage
loans entered into by the Company in October 2017, April 2019 and September 2019 on otherwise nearly identical terms to the primary property and management
leasing agreement, which remained applicable to all other properties.
If cash flow generated by any of the Company’s properties was not sufficient to fund the costs and expenses incurred by the Property Manager in fulfilling its
duties under the property management and leasing agreements, the Company was required to fund additional amounts. Costs and expenses that were the
responsibility of the Company under the property management and leasing agreements included, without limitation, reasonable wages and salaries and other
employee-related expenses of all on-site and off-site employees of the Property Manager who were engaged in the operation, management, maintenance and leasing
of the properties and other out-of-pocket expenses which were directly related to the operation, management, maintenance and leasing of specific properties, but did
not include the Property Manager’s general overhead and administrative expenses.
The Company historically paid leasing commissions to the Property Manager which are expensed over the terms of the related leases. During the years ended
December 31, 2023 and 2022, the Company incurred leasing commissions to the Property Manager of $1.3 million and $3.8 million, respectively.
Professional Fees and Other Reimbursements
Prior to the Internalization Merger, the Company reimbursed the former Advisor or its affiliates for expenses paid or incurred by the former Advisor or its
affiliates in providing services to the Company under the Advisory Agreement, except for those expenses that were specifically the responsibility of the former
Advisor under the Advisory Agreement, such as salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of personnel of the Advisor
and its affiliates (including the Company’s executive officers) who provided services to the Company under the Advisory Agreement, the former Advisor’s rent and
general overhead expenses, the former Advisor’s travel expenses (subject to certain exceptions),
F-44

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
professional services fees incurred with respect to the former Advisor for the operation of its business, insurance expenses (other than with respect to the
Company’s directors and officers) and information technology expenses. In addition, these reimbursements were subject to the limitation that the Company would
not reimburse the former Advisor for any amount by which the Company’s operating expenses (including the asset management fee) at the end of the four
preceding fiscal quarters exceeded the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income, unless the excess amount was otherwise
approved by the Board. The amount of expenses reimbursable for the years ending December 31, 2023 and 2022 did not exceed these limits.
The following table reflects related party fees incurred for the periods presented:
Year Ended December 31,
 
2023
2022
(In thousands)
Incurred
Incurred
Fees :
    Asset management fees 
$
22,803 
$
32,549 
    Property management fees
5,480 
7,573 
Total operating fees to related parties
$
28,283 
$
40,122 
______________
The Company incurred general and administrative costs and other expense reimbursements of approximately $1.2 million and $1.1 million for the years ended December  31, 2023 and 2022,
respectively, which are recorded within general and administrative expenses on the consolidated statements of operations and are not reflected in the table above.
(2)
The former Advisor, in accordance with the Advisory Agreement, received asset management fees in cash equal to the annual Minimum Base Management Fee of $18.0 million and the Variable Base
Management Fee. The Variable Base Management Fee was $4.8 million and $14.5 million for the years ended December 31, 2023 and 2022, respectively.
Note 13 — Equity-Based Compensation
2021 Omnibus Incentive Compensation Plan; 2021 Omnibus Advisor Incentive Compensation Plan; Restricted Share Plan
At the Company’s 2021 annual meeting of stockholders held on April 12, 2021, the Company’s stockholders approved the 2021 Omnibus Incentive
Compensation Plan of Global Net Lease, Inc. (the “Individual Plan”) and the 2021 Omnibus Advisor Incentive Compensation Plan of Global Net Lease, Inc. (the
“Advisor Plan” and together with the Individual Plan, the “2021 Equity Plan”). The terms of the Advisor Plan are substantially similar to the terms of the Individual
Plan, except with respect to the eligible participants. Both the Individual Plan and the Advisor Plan became effective upon stockholder approval.
The employees of the former Advisor and Property Manager, and their respective affiliates were also eligible to participate in the Company’s employee and
director incentive restricted share plan (the “Restricted Share Plan”).
Upon approval of the 2021 Equity Plan, the total number of shares of Common Stock that could be issued or subject to awards under the Advisor Plan and the
Individual Plan, in the aggregate, was 6,300,000 shares. Shares issued or subject to awards under the Individual Plan reduce the number of shares available for
awards under the Advisor Plan on a one-for-one basis and vice versa. The 2021 Equity Plan permits awards of Restricted Shares, RSUs, PSUs, stock options, stock
appreciation rights, stock awards, LTIP Units and other equity awards and it expires on April 12, 2031.
Only the former Advisor and any of its affiliates that were involved in providing services to the Company or any of its subsidiaries were eligible to receive
awards under the Advisor Plan. As a result of the REIT Merger, no further participants are expected to be eligible to participate in the Advisor Plan from and
following the REIT Merger and, accordingly, no further awards are expected to be granted under the Advisor Plan.
Generally, directors, officers, employees and consultants of the Company are eligible to participate in the Individual Plan. Prior to the REIT Merger, employees
of the Advisor or its affiliates who were consultants providing services to the Company were eligible to participate in the Individual Plan.
RSUs
RSUs were historically awarded under the 2021 Equity Plan, and have been and may continue to be awarded under the Individual Plan, following the
Internalization Merger. Historically, prior to the third quarter of 2023, the Company only granted RSUs to its Board members on an annual basis. In November
2023, the Company began granting RSUs to its employees, including executives.
RSUs represent a contingent right to receive shares of Common Stock at a future settlement date, subject to satisfaction of applicable vesting conditions or
other restrictions and an award agreement evidencing the grant of RSUs. The RSUs provide for vesting on a straight-line basis over a specified period of time for
each award. RSUs may not, in general, be sold or otherwise
(1)
(2)
(1)
F-45

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
transferred until restrictions are removed and the RSUs are settled in, or converted into, the shares of Common Stock. The fair value of the RSUs granted is based
on the market price of Common Stock as of the grant date. The fair value of the granted RSUs is expensed over the vesting period.
Holders of RSUs do not have any voting rights with respect to the RSUs or any shares underlying any award of RSUs. For RSUs issued prior to the fourth
quarter of 2024, the holders are generally credited with dividend equivalents which are subject to the same vesting conditions or other restrictions as the underlying
RSUs and only paid at the time such RSUs are settled in shares of Common Stock. For RSUs granted in or after the fourth quarter of 2024, the holders will receive
nonforfeitable cash dividends prior to the time that the RSUs have vested and settled in, or converted into, shares of Common Stock. No nonforfeitable cash
dividends were paid for RSUs during the year ended December 31, 2024.
A number of RSU award agreements provide for accelerated vesting of all unvested RSUs in connection with a participant’s death, disability or qualifying
termination (including termination by the Company without cause or by the participant with good reason, as applicable) from the Company within 60 days
immediately preceding or two years immediately following a change in control and accelerated vesting of the RSUs that would have vested upon the next vesting
date in connection with a qualifying termination at any other time. Alternatively, certain of the RSU award agreements provide for accelerated vesting of all
unvested RSUs in connection with a participant’s death, disability or qualifying termination (including termination by the Company without cause or by the
participant with good reason).
The following table reflects the RSU activity for the periods presented:
 
Number of
RSUs
Weighted-Average Issue
Price
Unvested, December 31, 2021
44,510 
$
16.47 
Granted
24,864 
15.18 
Vested
(21,651)
16.43 
Unvested, December 31, 2022
47,723 
15.82 
Granted 
526,788 
8.90 
Vested
(28,439)
15.56 
Forfeitures
(10,304)
12.62 
Unvested, December 31, 2023
535,768 
9.09 
Granted 
978,247 
7.48 
Vested
(232,789)
8.93 
Forfeitures
(33,047)
8.07 
Unvested, December 31, 2024
1,248,179 
7.89 
_______
 Represents 30,252 RSUs granted to the Board and 496,536 RSUs granted to employees of the Company.
Represents 142,464 RSUs granted to the Board and 835,783 RSUs granted to employees of the Company.
Restricted Shares
Restricted Shares are shares of Common Stock awarded pursuant to the 2021 Equity Plan, prior to the Internalization Merger, and granted pursuant to the
Individual Plan thereafter, and the Restricted Share Plan under terms that provide for vesting over a specified period of time. Holders of Restricted Shares receive
nonforfeitable cash dividends prior to the time that the restrictions on the Restricted Shares have lapsed. Any dividends to holders of Restricted Shares payable in
shares of Common Stock are subject to the same restrictions as the underlying Restricted Shares. Restricted Shares may not, in general, be sold or otherwise
transferred until restrictions are removed and the shares have vested.
The Restricted Shares granted to the then employees of the former Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the
grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested Restricted Shares will be forfeited if
the holder’s employment terminates for any reason. Upon a change in control of the Company, 50% of the unvested Restricted Shares will immediately vest and the
remaining unvested Restricted Shares will be forfeited. A change of control, under the award agreement, did not occur as a result of the Mergers.
(1)
(2)
(1)
(2) 
F-46

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The following table reflects Restricted Shares activity outstanding for the periods presented:
 
Number of Restricted Shares
Weighted-Average Issue Price
Unvested, December 31, 2021
305,107 
$
18.81 
Vested
(148,278)
16.56 
Granted
230,398 
14.60 
Forfeitures
(27,387)
17.22 
Unvested, December 31, 2022
359,840 
17.16 
Vested
(274,850)
16.03 
Granted
265,125 
10.52 
Issued in connection with the REIT Merger
221,136 
10.73 
Forfeitures
(5,631)
11.79 
Unvested, December 31, 2023
565,620 
12.14 
Vested
(179,228)
13.01 
Granted
— 
— 
Forfeitures
(51,750)
10.83 
Unvested, December 31, 2024
334,642 
11.88 
PSUs
In November 2023, the Compensation Committee approved awards of PSUs pursuant to the Individual Plan to full-time employees of the Company. PSUs may
be earned and become vested if the Company’s absolute and relative total shareholder return (“TSR”) performance meets certain criteria (see “Performance
Measures” below for more detail) over a three-year period performance period (the “PSU Performance Period”) beginning on October 1, 2023 and ending on
September 30, 2026 (the “PSU Measurement Date”) and generally subject to the applicable employee’s continued employment through the PSU Measurement
Date. Holders of PSUs do not have voting rights with respect to the PSUs or any shares underlying any award of PSUs, but such holders are generally credited with
dividend equivalents which are subject to the same vesting conditions or other restrictions as the underlying PSUs and only paid at the time such PSUs are settled in
shares of Common Stock. A number of the PSU award agreements provide for accelerated vesting of all unvested PSUs in connection with a participant’s qualifying
termination (including termination by the Company without cause or by the participant with good reason, as applicable) from the Company within 180 days
immediately preceding or two years immediately following a change in control, and pro-rated vesting accelerated vested of all unvested PSUs in connection with a
participant’s death, disability or qualifying termination at any other time. Alternatively, certain of the PSU award agreements provide for accelerated vesting of all
unvested PSUs in connection with a participant’s death, disability or qualifying termination (including termination by the Company without Cause or by the
participant with Good Reason).
Level of Performance
Threshold
Target
Maximum
Potential Number of PSUs to be Issued
234,200
468,392
1,288,072
Under accounting rules, the total fair value of the PSUs granted at the maximum level under the Individual Plan totaled $5.1 million and was fixed as of
November 29, 2023, the date that the Board approved the award of PSUs under the Individual Plan (the “PSU Grant Date”). The fair value will not be remeasured
in subsequent periods unless the PSUs are amended. The fair value of the PSUs that were granted is being recorded evenly over the requisite service period which is
approximately 2.8 years from November 29, 2023, ending on the PSU Measurement Date.
F-47

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Performance Measures:
The ultimate amount of PSUs that may become earned and vested on the PSU Measurement Date will equal the sum of: (i) PSUs earned by comparing the
Company’s TSR to the MSCI US REIT Index peer group (the “MSCI REIT Index”); (ii) PSUs earned by comparing the Company’s TSR to a custom designed net
lease peer group consisting of EPR Properties, LXP Industrial Trust, Broadstone Net Lease, Inc., NNN REIT, Inc. and W.P. Carey Inc. (the “Custom Net Lease Peer
Group”); and (iii) PSUs earned by achievement of certain TSR levels (the “Company TSR”).
The following table details the number of PSUs that may be earned and vested on the PSU Measurement Date, by each category of performance goal:
Target PSUs
Percentage of Target PSUs
Earned
Number of PSUs Earned
Company TSR Relative to the MSCI REIT Index:
Less than 30  percentile (Below Threshold)
175,647 
— %
— 
30  percentile (Threshold) 
175,647 
50 %
87,825 
55  percentile (Target) 
175,647 
100 %
175,647 
Equal to or greater than 75  percentile (Maximum) 
175,647 
275 %
483,027 
Company TSR Relative to the Custom Net Lease Peer Group:
Less than 30  percentile (Below Threshold)
175,647 
— %
— 
30  percentile (Threshold) 
175,647 
50 %
87,825 
55  percentile (Target) 
175,647 
100 %
175,647 
Equal to or greater than 75  percentile (Maximum) 
175,647 
275 %
483,027 
Company TSR:
Less than 8% (Below Threshold)
117,098 
— %
— 
8% (Threshold) 
117,098 
50 %
58,550 
10% (Target) 
117,098 
100 %
117,098 
12% or greater (Maximum) 
117,098 
275 %
322,018 
________
 If amounts fall in between these ranges, the results will be determined using linear interpolation between those percentiles, respectively.
Compensation Expense
The combined compensation expense for RSUs, Restricted Shares and PSUs was $8.9 million and $4.4 million for the years ended December 31, 2024 and
2023, respectively and $3.1 million for the year ended December 31, 2022, which did not include PSUs. Compensation expense for these equity instruments is
recorded as equity-based compensation in the accompanying consolidated statements of operations.
In September 2022 the former Advisor terminated certain of its employees who provided services to the Company. In connection with the terminations,
previous Restricted Share grants issued to these employees of the former Advisor were forfeited upon termination. The Board subsequently approved 23,156 newly
issued fully vested shares. In the year ended December 31, 2022 the Company recognized a net compensation charge of approximately $0.3 million representing the
value of the new replacement grants net of the reversal of $0.1 million in previously recognized compensation on the forfeited grants.
As of December  31, 2024, the Company had $8.0  million unrecognized compensation cost related to RSUs, which is expected to be recognized over a
weighted-average period of 2.1 years. As of December 31, 2024, the Company had $3.1 million unrecognized compensation cost related to Restricted Share awards
granted, which is expected to be recognized over a period of 2.4 years. As of December 31, 2024, the Company had $3.2 million unrecognized compensation cost
related to PSUs granted, which is expected to be recognized over a period of 1.75 years.
2018 Omnibus Incentive Compensation Plan of RTL
In addition, as part of the REIT Merger, the Company assumed the 2018 Omnibus Incentive Compensation Plan of RTL (the “2018 RTL Equity Plan”). At the
time of the assumption of the 2018 RTL Equity Plan, the total number of shares of Common Stock allowed to be issued or subject to awards under the 2018 RTL
Equity Plan, subject to applicable securities exchange listing standards, was 2,295,658 shares. The Company has not issued any awards under the 2018 RTL Equity
Plan.
th
th
(1)
th
(1)
th
(1)
th
th
(1)
th
(1)
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(1)
(1)
(1)
(1)
(1)
F-48

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Multi-Year Outperformance Agreements With Former Advisor
2021 OPP — General Description
On May 3, 2021, the Company’s independent directors, acting as a group, authorized an award of GNL LTIP Units under the 2021 OPP after the performance
period under the 2018 OPP expired on June 2, 2021, and, on June 3, 2021, the Company, the OP and the Advisor entered into the 2021 OPP (see below for
additional information on the 2018 OPP, including information on the LTIP Units granted and earned thereunder).
Based on a maximum award value of $50.0 million and $20.00, the closing price of Common Stock on June 2, 2021(the “2021 Initial Share Price”), the
Advisor was granted a total of 2,500,000 GNL LTIP Units pursuant to the 2021 OPP. These GNL LTIP Units were eligible to be earned and become vested based on
the Company’s TSR, including both share price appreciation and reinvestment of Common Stock dividends, compared to the 2021 initial share price over a
performance period commencing on June 3, 2021 and ending on the earliest of (i) June 3, 2024, (ii) the effective date of any Change of Control as defined in the
Advisor Plan and (iii) the effective date of any termination of the Advisor’s service as the Company’s advisor. As noted above, the end date of the performance
period was modified in connection with the Internalization Merger Agreement.
Under accounting rules, the total fair value of the GNL LTIP Units granted under the 2021 OPP of $27.7 million was fixed as of June 3, 2021 and was not
required to be remeasured in subsequent periods (see Note 2 — Summary of Significant Accounting Policies for a description of accounting rules related to non-
employee equity awards). The fair value of the GNL LTIP Units that were granted was being recorded evenly over the requisite service period which was originally
approximately 3.1 years from May 3, 2021, the date that the Company’s independent directors approved the award of GNL LTIP Units under the 2021 OPP.
However, due to the modification noted below that changed the timing of the final measurement for determining whether the award is vested and earned, all of the
remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023).
Modification of the 2021 OPP
In connection with the Internalization Merger Agreement, the parties agreed to modify the terms of the existing 2021 OPP to accelerate timing for determining
whether the award is vested and earned, which changed the end date of the performance period (as described in more detail above) to September 11, 2023, the day
prior to the Acquisition Date of the Mergers. Accordingly, on September 11, 2023, the Special Committee reviewed and approved the final calculation determining
that 883,750 of the 2,500,000 GNL LTIP Units subject to the 2021 OPP had been earned and became vested and Common Stock was issued for the vested GNL
LTIP Units. The remaining 1,616,250 GNL LTIP Units were automatically forfeited, without the payment of any consideration. In addition:
•
Due to the modification noted above that changed the timing of the final measurement for determining whether the award is vested and earned, all of the
remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023).
•
In September 2023, the Company paid a $2.9 million priority catch-up distribution to the Advisor in respect of the 883,750 GNL LTIP Units that were earned
under the 2021 OPP.
Compensation Expense - 2021 OPP
During the years ended December  31, 2023 and 2022, the Company recorded total compensation expense related to the 2021 OPP of $12.9 million and
$9.0 million, respectively.
Performance Measures
With respect to one-half of the GNL LTIP Units granted under the 2021 OPP, the number of GNL LTIP Units that could have become earned was determined as
of the last day of the performance period (which was modified to September 11, 2023 as noted above) based on the Company’s achievement of absolute TSR levels
as shown in the table below. Under this performance measure, as modified no GNL LTIP Units were earned.
Performance Level (% of Absolute
GNL LTIP Units Earned)
  Absolute TSR
  Number of GNL LTIP Units Earned - 2021 OPP
Below Threshold
0 %
 Less than
24%
0 
Threshold
25 %
24%
312,500 
Target
50 %
30%
625,000 
Maximum
100 %
36%
or higher
1,250,000 
If the Company’s absolute TSR was more than 24% but less than 30%, or more than 30% but less than 36%, the number of GNL LTIP Units that could have
become earned was determined using linear interpolation as between those tiers, respectively.
F-49

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
With respect to the remaining one-half of the GNL LTIP Units granted under the 2021 OPP, the number of GNL LTIP Units that could have become earned was
determined as of the last day of the performance period (which was modified to September 11, 2023 as noted above) based on the difference (expressed in terms of
basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period (which was
modified to September 11, 2023 as noted above) relative to the average TSR of a peer group consisting of Lexington Realty Trust, Office Properties Income Trust
and W.P. Carey, Inc. as of the last day of the performance period. Under this performance measure, as modified, 883,750 GNL LTIP Units were earned.
Performance Level (% of Relative GNL
LTIP Units Earned)
   Relative TSR Excess
Number of GNL LTIP Units Earned -
2021 OPP
Below Threshold
0 %
 Less than
-600
basis points
0 
Threshold
25 %
-600
basis points
312,500 
Target
50 %
0
basis points
625,000 
Maximum
100 %
600
basis points
1,250,000 
If the relative TSR excess was more than -600 basis points but less than zero basis points, or more than zero basis points but less than +600 bps, the number of
LTIP Units that became earned was determined using linear interpolation as between those tiers, respectively.
Note 14 — Earnings Per Share
The following is a summary of the basic and diluted net income per share computation for the periods presented:
Year Ended December 31,
(In thousands, except share and per share data)
2024
2023
2022
Net loss attributable to common stockholders
$
(175,316)
$
(239,348)
$
(8,363)
Adjustments to net loss attributable to common stockholders for common share equivalents
(659)
(3,887)
(939)
Adjusted net loss attributable to common stockholders
$
(175,975)
$
(243,235)
$
(9,302)
Weighted average common shares outstanding — Basic and Diluted
230,440,385 
142,584,332 
103,686,395 
Net loss per share attributable to common stockholders — Basic and Diluted
$
(0.76)
$
(1.71)
$
(0.09)
Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to
distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-
class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends
declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested Restricted Shares contain and the unearned GNL LTIP Units,
prior to the end of the performance period at September 11, 2023, contained rights to receive distributions considered to be non-forfeitable, except in certain limited
circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the
distributions to the unvested Restricted Shares and unearned GNL LTIP Units (prior to the end of the performance period at September 11, 2023) from the
numerator.
Diluted net income per share assumes the conversion of all Common Stock share equivalents into an equivalent number of shares of Common Stock, unless the
effect is anti-dilutive. The Company considers unvested RSUs, unvested Restricted Shares, unvested PSUs, and Class A Units (prior to their exchange for Common
Stock in the fourth quarter of 2024) to be common share equivalents.
F-50

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The following table shows common share equivalents on a weighted-average basis that were excluded from the calculation of diluted earnings per share for the
years ended December 31, 2024, 2023 and 2022 (see Note 13 — Equity-Based Compensation for additional information on all of the common share equivalents
listed in the table below):
December 31,
2024
2023
2022
Unvested RSUs 
950,936 
85,518 
45,725 
Unvested Restricted Shares 
426,651 
456,279 
371,920 
Unvested PSUs 
1,288,072 
116,456 
— 
Class A Units 
— 
35,233 
— 
GNL LTIP Units 
— 
— 
2,500,000 
   Total common share equivalents excluded from EPS calculation
2,665,659 
693,486 
2,917,645 
There were 1,248,179, 535,768 and 47,723 unvested RSUs issued and outstanding as of December 31, 2024, 2023 and 2022, respectively.
There were 334,642, 565,620 and 359,840 unvested Restricted Shares issued and outstanding as of December 31, 2024, 2023 and 2022, respectively.
There were 1,288,072 PSUs outstanding as of December 31, 2024 and 2023.
There were no Class A Units outstanding as of December 31, 2024 and 115,857 Class A Units outstanding as of December 31, 2023.
 As disclosed in Note 13 — Equity-Based Compensation, the performance period under the 2021 OPP was accelerated and ended on September 11, 2023, and as a result, 883,750 GNL LTIP Units became
earned and vested and Common Stock was issued for the vested GNL LTIP Units. There were no GNL LTIP Units issued and outstanding under the 2021 OPP as of December 31, 2024 and 2023 and
there were 2,500,000 LTIP Units issued and outstanding under the 2021 OPP as of December 31, 2022.
Conditionally issuable shares under the 2021 Equity Plan and the 2021 OPP award are required to be included in the computation of fully diluted EPS (if
dilutive) based on shares that would be issued as if the balance sheet date were the end of the measurement period.
•
No PSU share equivalents were included in the computation for the years ended December 31, 2024 and 2023 since their impact was anti-dilutive.
•
No GNL LTIP Unit share equivalents were included in the computation for the years ended December 31, 2024 or 2023 since the performance period
ended on September 11, 2023 and none were included in the computation for the year ended December 31, 2022 since their impact was anti-dilutive.
Note 15 — Segment Reporting
As a result of the Mergers and the related strategic shift in the Company’s operations, the Company has concluded it operates in four reportable segments
consistent with its current management internal financial reporting purposes: (1) Industrial & Distribution (2) Multi-Tenant Retail (3) Single-Tenant Retail and (4)
Office. The Company evaluates performance and makes resource allocations based on its four business segments. The Company is reporting its business segments
using the “management approach” model for segment reporting, whereby the Company determines its reportable business segments based on the way the chief
operating decision maker organizes business segments within the Company for making operating decisions and assessing financial performance. The Company’s
chief operating decision maker, who is the Company’s Chief Executive Officer and President, receives and reviews financial information based on the Company's
four segments. The Company evaluates business segment performance based upon net operating income, which is defined as total revenues from tenants, less
property operating costs. The segments are managed separately due to the property type and the accounting policies are consistent across each segment. See below
for a description of net operating income.
Net Operating Income
The Company evaluates the performance of the combined properties in each segment based on total revenues from tenants, less property operating costs. As
such, this excludes all other items of expense and income included in the financial statements in calculating net income (loss). The Company uses net operating
income at the segment level to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company
believes that the net operating income of each segment is useful as a performance measure because, when compared across periods, the net operating income of
each segment reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis,
providing perspective not immediately apparent from net income (loss).
The net operating income of each segment excludes certain components from net income (loss) in order to provide results that are more closely related to a
property’s results of operations. For example, interest expense is not necessarily linked to the
(1)
(2)
(3)
(4)
(5)
(1) 
(2) 
(3) 
(4) 
(5)
F-51

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation and amortization, because of historical cost
accounting and useful life estimates, may distort operating performance at the property level. The net operating income of the Company’s segments presented by
the Company may not be comparable to similar measures reported by other REITs that define net operating income differently.
The following table provides operating financial information for the Company’s four reportable segments:
Year Ended December 31,
(In thousands)
2024
2023 
2022 
Industrial & Distribution:
Revenue from tenants
$
237,645  $
220,102  $
211,533 
Property operating expense
21,820 
15,457 
13,682 
Net Operating Income
$
215,825 
$
204,645 
$
197,851 
Multi-Tenant Retail:
Revenue from tenants
$
259,280  $
79,799 
$
— 
Property operating expense
86,025 
26,951 
— 
Net Operating Income
$
173,255 
$
52,848 
$
— 
Single-Tenant Retail:
Revenue from tenants
$
164,514  $
65,478 
$
17,170 
Property operating expense
15,787 
6,045 
1,200 
Net Operating Income
$
148,727 
$
59,433 
$
15,970 
Office:
Revenue from tenants
$
143,571  $
149,691  $
150,154 
Property operating expense
18,865 
19,386 
17,995 
Net Operating Income
$
124,706 
$
130,305 
$
132,159 
________
Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the
current year presentation based on a re-evaluation of the property type.
(1)
(1)
(1) 
F-52

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Reconciliation to Consolidated Financial Information
A reconciliation of the total reportable segment's revenue from tenants to consolidated revenue from tenants and the total reportable segment’s income to
consolidated net (loss) income attributable to common stockholders is as follows:
Year Ended December 31,
(In thousands)
2024
2023 
2022 
Revenue From Tenants:
Industrial & Distribution
$
237,645  $
220,102  $
211,533 
Multi-Tenant Retail
259,280 
79,799 
— 
Single-Tenant Retail
164,514 
65,478 
17,170 
Office
143,571 
149,691 
150,154 
Total Consolidated Revenue From Tenants
$
805,010 
$
515,070 
$
378,857 
Net loss before income tax and net loss attributable to common stockholders:
Net Operating Income:
Industrial & Distribution
$
215,825  $
204,645  $
197,851 
Multi-Tenant Retail
173,255 
52,848 
— 
Single-Tenant Retail
148,727 
59,433 
15,970 
Office
124,706 
130,305 
132,159 
Total net operating income
662,513 
447,231 
345,980 
Operating fees to related parties
— 
(28,283)
(40,122)
Impairment charges
(90,410)
(68,684)
(21,561)
Merger, transaction and other costs
(6,026)
(54,492)
(244)
Settlement costs
— 
(29,727)
— 
General and administrative
(57,734)
(40,187)
(17,737)
Equity-based compensation
(8,931)
(17,297)
(12,072)
Depreciation and amortization
(349,943)
(222,271)
(154,026)
Gain (loss) on dispositions of real estate investments
57,015 
(1,672)
325 
Interest expense
(326,932)
(179,411)
(97,510)
Loss on extinguishment and modification of debt
(15,877)
(1,221)
(2,040)
Gain (loss) on derivative instruments
4,229 
(3,691)
18,642 
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness
3,249 
— 
2,439 
Other income
1,720 
2,270 
981 
Net loss before income tax
(127,127)
(197,435)
23,055 
Income tax expense
(4,445)
(14,475)
(11,032)
Net loss
(131,572)
(211,910)
12,023 
Preferred stock dividends
(43,744)
(27,438)
(20,386)
Net loss attributable to common stockholders
$
(175,316) $
(239,348) $
(8,363)
________
Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the
current year presentation based on a re-evaluation of the property type.
(1)
(1)
(1) 
F-53

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
The following table reconciles real estate investments, net by segment to consolidated total assets as of the periods presented:
December 31,
(In thousands)
2024
2023 
Investments in real estate, net:
   Industrial & Distribution
$
2,180,309 
$
2,479,804 
   Multi-Tenant Retail
1,743,598 
2,174,064 
   Single-Tenant Retail
1,400,271 
1,740,347 
   Office
1,039,124 
1,178,105 
       Total investments in real estate, net
6,363,302 
7,572,320 
Assets held for sale
17,406 
3,188 
Cash and cash equivalents
159,698 
121,566 
Restricted cash
64,510 
40,833 
Derivative assets, at fair value
2,471 
10,615 
Unbilled straight line rent
99,501 
84,254 
Operating lease right-of-use asset
74,270 
77,008 
Prepaid expenses and other assets
108,562 
121,997 
Deferred tax assets
4,866 
4,808 
Goodwill 
51,370 
46,976 
Deferred financing costs, net
9,808 
15,412 
Total assets
$
6,955,764 
$
8,098,977 
________
 In connection with the Company’s conclusion that it now operates in four reportable segments, the Company’s goodwill allocation by segment is as follows as of December 31, 2024: (1) Industrial &
Distribution: $22.1 million; (2) Multi-Tenant Retail: $7.1 million; (3) Single-Tenant Retail: $7.9 million; and (4) Office: $14.2 million.
Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the
current year presentation based on a re-evaluation of the property type.
Geographic Information
Other than the U.S. and United Kingdom, no country or tenant individually comprised more than 10% of the Company’s annualized revenue from tenants on a
straight-line basis, or total long-lived assets at December  31, 2024. The following tables present the geographic information for Revenue from tenants and
Investments in real estate:
Year Ended December 31,
(In thousands)
2024
2023
2022
Revenue from tenants:
United States
$
655,831 
$
365,092 
$
234,363 
United Kingdom
84,678 
86,916 
78,403 
Europe
61,322 
59,823 
62,852 
Canada
3,179 
3,239 
3,239 
Total
$
805,010 
$
515,070 
$
378,857 
(2)
(1)
(1)
(2) 
F-54

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
December 31,
(In thousands)
2024
2023
Investments in real estate, gross:
United States
$
6,137,882 
$
7,082,979 
United Kingdom
799,624 
903,816 
Europe
554,133 
629,988 
Canada
36,292 
39,361 
Total
$
7,527,931 
$
8,656,144 
Acquired Intangible Liabilities, Gross
United States
$
91,936 
$
101,342 
United Kingdom
5,279 
5,698 
Europe
10,669 
12,961 
Canada
19 
21 
Total
$
107,903 
$
120,022 
Note 16 — Income Taxes
The components of income tax expense for the periods presented are as follows:
Year Ended December 31,
(In thousands)
2024
2023
2022
Net (Loss) Income Before Income Tax:
Domestic
$
(123,188) $
(118,447)
$
64,592 
Foreign
(3,939)
(78,988)
(41,537)
    Total net (loss) income before tax
$
(127,127) $
(197,435) $
23,055 
Income Taxes:
Current:
State and Local
$
134  $
199  $
175 
Foreign
4,569 
16,656 
12,814 
   Total income taxes, current
4,703 
16,855 
12,989 
Deferred:
State and Local
— 
— 
— 
Foreign
(258)
(2,380)
(1,957)
    Total income taxes, deferred
(258)
(2,380)
(1,957)
Total Income Tax Expense
$
4,445  $
14,475 
$
11,032 
F-55

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
A reconciliation of effective income tax for the periods presented are as follows:
Year Ended December 31,
(In thousands)
2024
2023
2022
Net (loss) income before income tax
$
(127,127) $
(197,435) $
23,055 
Tax (benefit) provision at statutory rates 
$
(26,651)
$
(41,461)
$
4,842 
Foreign rate differential
(295)
1,139 
(730)
Foreign financing activities
7,721 
11,047 
11,320 
Tax adjustments related to REIT
25,871 
24,874 
(13,565)
Deferred tax assets generated in the current year added to valuation allowance
(1,388)
5,949 
9,297 
Other
(813)
12,927 
(132)
Total income tax expense
$
4,445  $
14,475 
$
11,032 
Deferred Income Taxes
Deferred income taxes as of the periods presented consists of the following:
December 31,
(In thousands)
2024
2023
Deferred Tax Assets
    Basis differences
$
14,924 
$
11,278 
    Net operating loss carryforwards
3,205 
5,028 
       Total deferred tax assets
18,129 
16,306 
    Valuation allowance
(13,263)
(11,498)
       Net deferred tax assets
4,866 
4,808 
Deferred Tax Liabilities
    Basis differences
(4,170)
(4,552)
    Straight-line rent
(1,307)
(1,457)
        Total deferred tax liabilities
(5,477)
(6,009)
Net Deferred Tax Liability
$
(611)
$
(1,201)
The Company’s deferred tax assets and liabilities are primarily the result of temporary differences related to the following:
•
Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company
assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP
basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;
•
Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and
depreciation expense; and
•
Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions that may be realized in future periods if the respective
subsidiary generates sufficient taxable income.
As of December 31, 2024, foreign net operating loss carryforwards were $19.8 million, which will begin to expire in 2028.
F-56

GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Note 17 — Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any events that
have occurred that would require adjustments to, or disclosures in the consolidated financial statements, except as disclosed in the applicable footnotes and below.
Dispositions
The Company disposed of 13 properties subsequent to December 31, 2024 for an aggregate price of approximately $19.2 million.
Pending Transactions
RCG Multi-Tenant Retail Disposition
On February 25, 2025, the Company through certain of its subsidiaries, entered into a Purchase and Sale Agreement (“RCG PSA”) with RCG Ventures
Holdings, LLC (“RCG”) to sell a real estate portfolio comprised of 100 multi-tenant retail centers located in 28 states for a base purchase price of approximately
$1.78  billion, subject to customary purchase price adjustments (the “RCG Multi-Tenant Retail Disposition”). The closing of the RCG Multi-Tenant Retail
Disposition is subject to a number of customary conditions, including, but not limited to, with respect to 41 of the multi-tenant retail centers, the consent of certain
of the Company’s existing lenders for RCG to assume the following debt secured by such properties: (a) approximately $210.0 million secured from Société
Générale and UBS AG, and (b) approximately $260.0 million secured from Barclays Capital Real Estate Inc., Société Générale, KeyBank and Bank of Montreal.
The closing of the disposition of the other 59 facilities is not contingent upon assumption of such debt and the closing is not otherwise subject to any financing
contingency. The Company received a $25.0 million non-refundable deposit from RCG in connection with entering into RCG PSA. The RCG Multi-Tenant Retail
Disposition is expected to close in three phases: the unencumbered portfolio is scheduled to close by March 31, 2025, while the encumbered portfolio is scheduled
to close in two stages during the second quarter of 2025, pending approval of the respective loan assumptions.
Share Repurchase Program
On February 20, 2025, the Board authorized a stock buyback program for up to an aggregate amount of $300.0 million of shares of Common Stock. Under the
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. The timing,
volume, and nature of repurchases are subject to market conditions, applicable securities laws, and other factors, and the program may be amended, suspended or
discontinued at any time. The program does not obligate the Company to repurchase any specific number of shares of Common Stock.
F-57

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
McDonald's Corporation
Carlisle
United Kingdom
Oct. 2012
$
— 
$
402 
$
764 
$
— 
$
— 
1,166 
$
232 
Wickes
Blackpool
United Kingdom
May. 2013
— 
1,692 
1,690 
— 
— 
3,382 
723 
Everything Everywhere
Merthyr Tydfil
United Kingdom
Jun. 2013
— 
3,447 
1,996 
— 
— 
5,443 
769 
Thames Water
Swindon
United Kingdom
Jul. 2013
— 
3,447 
3,696 
— 
12 
7,155 
1,407 
Wickes
Tunstall
United Kingdom
Jul. 2013
— 
878 
1,865 
— 
— 
2,743 
780 
PPD Global Labs
Highland Heights
KY
Aug. 2013
—  (9)
2,001 
5,162 
— 
— 
7,163 
1,774 
Northern Rock
Sunderland
United Kingdom
Sep. 2013
— 
1,254 
3,993 
— 
— 
5,247 
1,504 
Wickes
Clifton
United Kingdom
Nov. 2013
— 
1,254 
1,632 
— 
— 
2,886 
668 
XPO Logistics Freight, Inc.
Aurora
NE
Nov. 2013
—  (10)
295 
1,470 
— 
— 
1,765 
685 
XPO Logistics Freight, Inc.
Grand Rapids
MI
Nov. 2013
—  (10)
945 
1,247 
— 
— 
2,192 
581 
XPO Logistics Freight, Inc.
Riverton
IL
Nov. 2013
—  (10)
344 
707 
— 
— 
1,051 
330 
XPO Logistics Freight, Inc.
Salina
KS
Nov. 2013
—  (10)
461 
1,622 
— 
— 
2,083 
756 
XPO Logistics Freight, Inc.
Uhrichsville
OH
Nov. 2013
—  (10)
380 
780 
— 
— 
1,160 
363 
XPO Logistics Freight, Inc.
Vincennes
IN
Nov. 2013
—  (10)
220 
633 
— 
— 
853 
306 
XPO Logistics Freight, Inc.
Waite Park
MN
Nov. 2013
—  (10)
366 
700 
— 
— 
1,066 
325 
Wolverine
Howard City
MI
Dec. 2013
—  (10)
719 
12,027 
— 
— 
12,746 
5,562 
Rheinmetall
Neuss
Germany
Jan. 2014
— 
5,341 
14,995 
— 
67 
20,403 
4,510 
GE Aviation
Grand Rapids
MI
Jan. 2014
—  (7)
3,174 
27,076 
— 
203 
30,453 
7,991 
Provident Financial
Bradford
United Kingdom
Feb. 2014
— 
1,264 
23,458 
— 
— 
24,722 
6,527 
Crown Crest
Leicester
United Kingdom
Feb. 2014
— 
7,204 
29,750 
— 
— 
36,954 
9,431 
Trane
Davenport
IA
Feb. 2014
— 
291 
1,968 
— 
— 
2,259 
698 
Aviva
Sheffield
United Kingdom
Mar. 2014
— 
2,723 
30,863 
— 
— 
33,586 
8,799 
DFS Trading
Brigg
United Kingdom
Mar. 2014
— 
1,272 
3,608 
— 
— 
4,880 
1,163 
DFS Trading
Carcroft
United Kingdom
Mar. 2014
— 
290 
2,085 
— 
— 
2,375 
707 
DFS Trading
Carcroft
United Kingdom
Mar. 2014
— 
1,070 
4,237 
— 
— 
5,307 
1,264 
DFS Trading
Darley Dale
United Kingdom
Mar. 2014
— 
1,252 
3,213 
— 
— 
4,465 
1,058 
DFS Trading
Somercotes
United Kingdom
Mar. 2014
— 
736 
2,626 
— 
— 
3,362 
1,018 
Government Services
Administration (GSA)
Franklin
TN
Mar. 2014
— 
4,160 
30,083 
— 
561 
34,804 
8,696 
National Oilwell
Williston
ND
Mar. 2014
— 
211 
3,513 
— 
— 
3,724 
1,356 
Government Services
Administration (GSA)
Dover
DE
Apr. 2014
— 
1,097 
1,715 
— 
690 
3,502 
583 
Government Services
Administration (GSA)
Germantown
PA
Apr. 2014
— 
1,097 
3,573 
— 
553 
5,223 
1,561 
OBI DIY
Mayen
Germany
Apr. 2014
— 
1,164 
6,947 
— 
177 
8,288 
2,270 
DFS Trading
South Yorkshire
United Kingdom
Apr. 2014
— 
— 
1,310 
— 
— 
1,310 
566 
DFS Trading
Yorkshire
United Kingdom
Apr. 2014
— 
— 
1,708 
— 
— 
1,708 
495 
(2)(3)
(4)(5)
F-58

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Government Services
Administration (GSA)
Dallas
TX
Apr. 2014
— 
484 
2,934 
— 
— 
3,418 
839 
Government Services
Administration (GSA)
Mission
TX
Apr. 2014
— 
618 
3,145 
— 
251 
4,014 
1,064 
Government Services
Administration (GSA)
International Falls
MN
May. 2014
—  (7)
350 
11,182 
— 
63 
11,595 
3,301 
Indiana Department of Revenue
Indianapolis
IN
May. 2014
— 
891 
7,677 
— 
433 
9,001 
2,348 
National Oilwell
Pleasanton
TX
May. 2014
— 
202 
1,643 
— 
— 
1,845 
598 
Nissan
Murfreesboro
TN
May. 2014
—  (7)
966 
19,573 
— 
— 
20,539 
5,432 
Government Services
Administration (GSA)
Lakewood
CO
Jun. 2014
— 
1,220 
7,928 
— 
155 
9,303 
2,224 
Lippert Components
South Bend
IN
Jun. 2014
—  (7)
3,195 
6,883 
— 
— 
10,078 
1,957 
Axon Energy Products
Houston
TX
Jun. 2014
— 
294 
2,310 
— 
— 
2,604 
693 
Axon Energy Products
Houston
TX
Jun. 2014
— 
416 
5,186 
— 
— 
5,602 
1,508 
Bell Supply Co
Carrizo Springs
TX
Jun. 2014
— 
260 
1,445 
— 
— 
1,705 
499 
Bell Supply Co
Cleburne
TX
Jun. 2014
— 
301 
323 
— 
— 
624 
124 
Bell Supply Co
Frierson
LA
Jun. 2014
— 
260 
1,054 
— 
— 
1,314 
504 
Bell Supply Co
Gainesville
TX
Jun. 2014
— 
131 
1,420 
— 
— 
1,551 
414 
Bell Supply Co
Killdeer
ND
Jun. 2014
— 
307 
1,250 
— 
— 
1,557 
421 
Bell Supply Co
Williston
ND
Jun. 2014
— 
162 
2,323 
— 
— 
2,485 
705 
GE Oil & Gas
Canton
OH
Jun. 2014
— 
437 
3,039 
— 
300 
3,776 
1,038 
GE Oil & Gas
Odessa
TX
Jun. 2014
— 
1,611 
3,322 
— 
— 
4,933 
1,803 
Lhoist
Irving
TX
Jun. 2014
— 
173 
2,154 
— 
125 
2,452 
788 
Select Energy Services
DeBerry
TX
Jun. 2014
— 
533 
7,551 
— 
— 
8,084 
3,490 
Select Energy Services
Gainesville
TX
Jun. 2014
— 
519 
7,482 
— 
— 
8,001 
2,051 
Select Energy Services
Victoria
TX
Jun. 2014
— 
354 
1,698 
— 
— 
2,052 
610 
Bell Supply Co
Jacksboro
TX
Jun. 2014
— 
51 
657 
— 
— 
708 
315 
Bell Supply Co
Kenedy
TX
Jun. 2014
— 
190 
1,669 
— 
— 
1,859 
632 
Select Energy Services
Alice
TX
Jun. 2014
— 
518 
1,331 
— 
— 
1,849 
433 
Select Energy Services
Dilley
TX
Jun. 2014
— 
429 
1,777 
— 
— 
2,206 
681 
Select Energy Services
Kenedy
TX
Jun. 2014
— 
815 
8,355 
— 
— 
9,170 
2,746 
Select Energy Services
Laredo
TX
Jun. 2014
— 
2,472 
944 
— 
— 
3,416 
460 
Superior Energy Services
Gainesville
TX
Jun. 2014
— 
322 
480 
— 
— 
802 
143 
Superior Energy Services
Jacksboro
TX
Jun. 2014
— 
408 
312 
— 
— 
720 
127 
Amcor Packaging
Workington
United Kingdom
Jun. 2014
— 
1,091 
6,433 
— 
— 
7,524 
2,183 
Government Services
Administration (GSA)
Raton
NM
Jun. 2014
— 
93 
875 
— 
— 
968 
271 
(2)(3)
(4)(5)
F-59

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Nimble storage
San Jose
CA
Jun. 2014
—  (9)
30,227 
10,795 
— 
180 
41,202 
3,141 
FedEx
Amarillo
TX
Jul. 2014
— 
889 
6,446 
— 
— 
7,335 
2,201 
FedEx
Chicopee
MA
Jul. 2014
— 
1,030 
7,022 
— 
2,087 
10,139 
3,565 
FedEx
San Antonio
TX
Jul. 2014
—  (10)
3,283 
17,756 
— 
598 
21,637 
5,039 
Sandoz
Princeton
NJ
Jul. 2014
—  (7)
7,766 
31,994 
— 
12,091 
51,851 
18,712 
Wyndham
Branson
MO
Jul. 2014
— 
881 
3,307 
— 
— 
4,188 
992 
Government Services
Administration (GSA)
Fort Fairfield
ME
Jul. 2014
— 
26 
9,315 
— 
— 
9,341 
2,477 
AT&T Services, Inc.
San Antonio
TX
Jul. 2014
—  (11)
5,312 
41,201 
— 
— 
46,513 
10,839 
PNC Bank
Erie
PA
Jul. 2014
—  (9)
242 
6,195 
— 
— 
6,437 
1,664 
PNC Bank
Scranton
PA
Jul. 2014
—  (7)
1,324 
3,004 
— 
— 
4,328 
827 
Continental Tire
Fort Mill
SC
Jul. 2014
— 
780 
14,259 
— 
— 
15,039 
3,821 
Fujitsu Office Properties
Manchester
United Kingdom
Jul. 2014
— 
3,540 
38,320 
— 
2,296 
44,156 
10,428 
BP Oil
Wootton Bassett
United Kingdom
Aug. 2014
— 
574 
2,482 
— 
— 
3,056 
718 
HBOS
Derby
United Kingdom
Aug. 2014
— 
576 
5,804 
(330)
(4,065)
1,985 
— 
HBOS
St. Helens
United Kingdom
Aug. 2014
— 
218 
3,289 
(125)
(2,309)
1,073 
— 
HBOS
Warrington
United Kingdom
Aug. 2014
— 
417 
1,965 
— 
— 
2,382 
638 
Malthurst
Shiptonthorpe
United Kingdom
Aug. 2014
— 
264 
1,878 
— 
— 
2,142 
598 
Malthurst
Yorkshire
United Kingdom
Aug. 2014
— 
469 
1,229 
— 
— 
1,698 
513 
Stanley Black & Decker
Westerville
OH
Aug. 2014
— 
958 
6,933 
— 
4,410 
12,301 
2,673 
Capgemini
Birmingham
United Kingdom
Aug. 2014
— 
1,560 
14,794 
— 
4,806 
21,160 
4,914 
Merck
Madison
NJ
Aug. 2014
—  (7)
10,290 
32,530 
— 
— 
42,820 
8,573 
Government Services
Administration (GSA)
Rangeley
ME
Aug. 2014
— 
1,377 
4,746 
— 
1,104 
7,227 
1,640 
Hewlett-Packard
Newcastle
United Kingdom
Sep. 2014
— 
1,078 
17,946 
— 
— 
19,024 
4,878 
Intier Automotive
Redditch
United Kingdom
Sep. 2014
— 
1,113 
8,813 
— 
— 
9,926 
2,665 
Waste Management
Winston-Salem
NC
Sep. 2014
— 
494 
3,235 
— 
— 
3,729 
900 
Dollar General
Allen
OK
Sep. 2014
— 
99 
793 
— 
— 
892 
231 
Dollar General
Cherokee
KS
Sep. 2014
— 
27 
769 
— 
— 
796 
227 
Dollar General
Clearwater
KS
Sep. 2014
— 
90 
785 
— 
— 
875 
231 
Dollar General
Dexter
NM
Sep. 2014
— 
329 
585 
— 
— 
914 
172 
Dollar General
Elmore City
OK
Sep. 2014
— 
21 
742 
— 
— 
763 
222 
Dollar General
Eunice
NM
Sep. 2014
— 
269 
569 
— 
— 
838 
170 
Dollar General
Gore
OK
Sep. 2014
— 
143 
813 
— 
— 
956 
240 
Dollar General
Kingston
OK
Sep. 2014
— 
81 
778 
— 
— 
859 
231 
Dollar General
Lordsburg
NM
Sep. 2014
— 
212 
719 
— 
— 
931 
211 
Dollar General
Lyons
KS
Sep. 2014
— 
120 
970 
— 
— 
1,090 
282 
(2)(3)
(4)(5)
F-60

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Dollar General
Mansfield
LA
Sep. 2014
— 
169 
812 
— 
— 
981 
238 
Dollar General
Neligh
NE
Sep. 2014
— 
83 
1,045 
— 
— 
1,128 
297 
Dollar General
Norman
OK
Sep. 2014
— 
40 
913 
— 
— 
953 
267 
Dollar General
Peggs
OK
Sep. 2014
— 
72 
879 
— 
— 
951 
257 
Dollar General
Santa Rosa
NM
Sep. 2014
— 
324 
575 
— 
— 
899 
170 
Dollar General
Sapulpa
OK
Sep. 2014
— 
143 
745 
— 
— 
888 
224 
Dollar General
Schuyler
NE
Sep. 2014
— 
144 
905 
— 
— 
1,049 
260 
Dollar General
Tahlequah
OK
Sep. 2014
— 
132 
925 
— 
— 
1,057 
268 
Dollar General
Townville
PA
Sep. 2014
— 
78 
882 
— 
— 
960 
272 
Dollar General
Valley Falls
KS
Sep. 2014
— 
51 
922 
— 
— 
973 
262 
Dollar General
Wymore
NE
Sep. 2014
— 
21 
872 
— 
— 
893 
253 
FedEx
Bohemia
NY
Sep. 2014
—  (7)
4,838 
19,596 
— 
1,065 
25,499 
5,895 
FedEx
Watertown
NY
Sep. 2014
— 
561 
4,757 
— 
— 
5,318 
1,481 
Shaw Aero
Naples
FL
Sep. 2014
—  (17)
998 
22,332 
— 
900 
24,230 
6,083 
Mallinckrodt
St. Louis
MO
Sep. 2014
—  (9)
1,499 
16,828 
— 
— 
18,327 
4,533 
Kuka Warehouse
Sterling Heights
MI
Sep. 2014
—  (17)
1,227 
10,790 
— 
— 
12,017 
2,906 
Trinity Health
Livonia
MI
Sep. 2014
— 
4,273 
16,574 
— 
11,400 
32,247 
7,008 
FedEx
Hebron
KY
Sep. 2014
— 
1,106 
7,750 
— 
338 
9,194 
2,265 
FedEx
Lexington
KY
Sep. 2014
—  (17)
1,118 
7,961 
— 
— 
9,079 
2,235 
DNV GL
Dublin
OH
Oct. 2014
— 
2,509 
3,140 
— 
541 
6,190 
988 
Rexam
Reckinghausen
Germany
Oct. 2014
— 
732 
10,309 
— 
— 
11,041 
2,786 
FedEx
Lake Charles
LA
Oct. 2014
—  (11)
255 
7,485 
— 
572 
8,312 
2,530 
Onguard
Havre De Grace
MD
Oct. 2014
—  (17)
2,216 
6,585 
— 
1,624 
10,425 
2,785 
Metro Tonic
Halle Peissen
Germany
Oct. 2014
— 
6,312 
44,223 
— 
— 
50,535 
13,239 
Tokmanni
Matsala
Finland
Nov. 2014
—  (6)
1,636 
49,508 
— 
— 
51,144 
13,965 
Government Services
Administration (GSA)
Rapid City
SD
Nov. 2014
— 
504 
7,837 
— 
— 
8,341 
2,156 
KPN BV
Houten
Netherlands
Nov. 2014
— 
1,464 
17,916 
— 
— 
19,380 
4,624 
Follett School
McHenry
IL
Dec. 2014
—  (17)
3,423 
15,600 
— 
2,307 
21,330 
5,128 
Weatherford International
Odessa
TX
Dec. 2014
—  (9)
665 
1,795 
— 
— 
2,460 
799 
AM Castle
Wichita
KS
Dec. 2014
—  (17)
426 
6,681 
— 
509 
7,616 
1,860 
FedEx
Billerica
MA
Dec. 2014
— 
1,138 
6,674 
— 
1,024 
8,836 
2,369 
Constellium Auto
Van Buren
MI
Dec. 2014
—  (7)
1,180 
13,781 
— 
7,875 
22,836 
9,035 
C & J Energy
Houston
TX
Mar. 2015
— 
6,196 
21,745 
— 
— 
27,941 
5,572 
FedEx
Salina
UT
Mar. 2015
— 
428 
3,447 
— 
— 
3,875 
1,259 
FedEx
Pierre
SD
Apr. 2015
— 
— 
3,288 
— 
— 
3,288 
1,155 
(2)(3)
(4)(5)
F-61

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Crowne Group
Fraser
MI
Aug. 2015
— 
350 
3,865 
— 
— 
4,215 
1,007 
Crowne Group
Jonesville
MI
Aug. 2015
— 
101 
3,136 
— 
— 
3,237 
841 
Crowne Group
Logansport
IN
Aug. 2015
— 
1,843 
5,430 
— 
— 
7,273 
1,657 
Crowne Group
Marion
SC
Aug. 2015
— 
386 
7,993 
— 
— 
8,379 
2,227 
JIT Steel
Chattanooga
TN
Sep. 2015
— 
582 
3,122 
— 
— 
3,704 
771 
JIT Steel
Chattanooga
TN
Sep. 2015
— 
316 
1,986 
— 
— 
2,302 
479 
Mapes & Sprowl
Elk Grove Village
IL
Sep. 2015
—  (10)
954 
4,619 
— 
— 
5,573 
1,175 
National Oilwell
Pleasanton
TX
Sep. 2015
— 
80 
3,372 
— 
— 
3,452 
910 
Office Depot
Venlo
Netherlands
Sep. 2015
— 
3,239 
14,326 
— 
— 
17,565 
4,013 
Finnair
Helinski
Finland
Sep. 2015
—  (6)
2,337 
66,609 
— 
— 
68,946 
16,744 
Hannibal
Houston
TX
Sep. 2015
—  (17)
2,090 
11,138 
— 
— 
13,228 
2,713 
FedEx
Mankato
MN
Sep. 2015
— 
472 
6,780 
— 
— 
7,252 
2,118 
Auchan
Beychac-et-Caillau
France
Dec. 2016
— 
3,761 
12,232 
— 
5,267 
21,260 
3,774 
DCNS
Guipavas
France
Dec. 2016
— 
1,755 
13,315 
— 
— 
15,070 
2,947 
Deutsche Bank
Kirchberg
Luxembourg
Dec. 2016
— 
13,417 
45,635 
— 
715 
59,767 
9,507 
FedEx
Greensboro
NC
Dec. 2016
— 
1,820 
8,252 
— 
— 
10,072 
2,295 
Harper Collins
Glasgow
United Kingdom
Dec. 2016
— 
9,904 
50,590 
— 
— 
60,494 
11,224 
ID Logistics
Landersheim
France
Dec. 2016
— 
1,790 
7,522 
— 
— 
9,312 
1,645 
ID Logistics
Moreuil
France
Dec. 2016
— 
2,763 
5,588 
— 
— 
8,351 
1,285 
ID Logistics
Weilbach
Germany
Dec. 2016
— 
1,237 
8,174 
— 
— 
9,411 
1,707 
ING Bank
Amsterdam Zuidoos
Netherlands
Dec. 2016
— 
— 
67,641 
— 
2,532 
70,173 
14,037 
NCR Financial Solutions Group
Dundee
United Kingdom
Dec. 2016
— 
2,520 
8,061 
— 
— 
10,581 
2,009 
Pole Emploi
Marseille
France
Dec. 2016
— 
741 
7,807 
— 
91 
8,639 
1,597 
Worldline SA
Blois
France
Dec. 2016
— 
1,049 
4,994 
— 
— 
6,043 
1,406 
Cott Beverages
Sikeston
MO
Feb. 2017
—  (17)
456 
8,291 
— 
147 
8,894 
1,747 
FedEx
Great Falls
MT
Mar. 2017
—  (9)
326 
5,439 
— 
— 
5,765 
1,529 
FedEx
Morgantown
WV
Mar. 2017
—  (7)
4,661 
8,401 
— 
— 
13,062 
1,864 
Bridgestone Tire
Mt. Olive Twp
NJ
Sep. 2017
—  (8)
916 
5,088 
— 
— 
6,004 
1,023 
NSA Industries
St. Johnsbury
VT
Oct. 2017
—  (8)
210 
1,753 
— 
— 
1,963 
368 
NSA Industries
St. Johnsbury
VT
Oct. 2017
—  (8)
300 
3,936 
— 
491 
4,727 
1,079 
NSA Industries
St. Johnsbury
VT
Oct. 2017
—  (8)
270 
3,858 
— 
— 
4,128 
822 
GKN Aerospace
Blue Ash
OH
Oct. 2017
—  (8)
790 
4,079 
— 
— 
4,869 
844 
Tremec
Wixom
MI
Nov. 2017
—  (8)
1,002 
17,376 
— 
— 
18,378 
3,613 
NSA Industries
Groveton
NH
Dec. 2017
—  (8)
59 
3,517 
— 
— 
3,576 
633 
Cummins
Omaha
NE
Dec. 2017
—  (8)
1,448 
6,469 
— 
— 
7,917 
1,418 
(2)(3)
(4)(5)
F-62

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Government Services
Administration (GSA)
Gainsville
FL
Dec. 2017
— 
451 
6,016 
— 
53 
6,520 
1,117 
Chemours
Pass Christian
MS
Feb. 2018
—  (10)
382 
16,149 
— 
— 
16,531 
3,351 
Lee Steel
Wyoming
MI
Mar. 2018
— 
504 
7,256 
— 
— 
7,760 
1,284 
LSI Steel
Chicago
IL
Mar. 2018
— 
3,341 
1,181 
(1,228)
(566)
2,728 
— 
LSI Steel
Chicago
IL
Mar. 2018
— 
1,792 
5,615 
— 
— 
7,407 
953 
LSI Steel
Chicago
IL
Mar. 2018
— 
2,856 
948 
— 
— 
3,804 
182 
Fiat Chrysler
Sterling Heights
MI
Mar. 2018
— 
1,855 
13,623 
— 
— 
15,478 
2,769 
Contractors Steel
Belleville
MI
May. 2018
— 
2,862 
25,878 
— 
6,296 
35,036 
6,584 
Contractors Steel
Hammond
IN
May. 2018
— 
1,970 
8,859 
— 
— 
10,829 
1,883 
Contractors Steel
Livonia
MI
May. 2018
— 
933 
8,554 
— 
1,357 
10,844 
2,255 
Contractors Steel
Twinsburg
OH
May. 2018
— 
729 
8,707 
— 
2,500 
11,936 
3,009 
Contractors Steel
Wyoming
MI
May. 2018
— 
970 
12,426 
— 
1,232 
14,628 
2,961 
FedEx
Blackfoot
ID
Jun. 2018
—  (10)
350 
6,882 
— 
— 
7,232 
2,067 
DuPont Pioneer
Spencer
IA
Jun. 2018
— 
273 
6,718 
— 
607 
7,598 
1,490 
Rubbermaid
Akron
OH
Jul. 2018
—  (10)
1,221 
17,145 
— 
— 
18,366 
2,827 
NetScout
Allen
TX
Aug. 2018
—  (9)
2,115 
41,486 
— 
— 
43,601 
6,756 
Bush Industries
Jamestown
NY
Sep. 2018
—  (10)
1,535 
14,818 
— 
— 
16,353 
2,504 
FedEx
Greenville
NC
Sep. 2018
—  (10)
581 
9,744 
— 
— 
10,325 
3,079 
Penske
Romulus
MI
Nov. 2018
70,000 
4,701 
105,826 
— 
163 
110,690 
17,559 
NSA Industries
Georgetown
MA
Nov. 2018
— 
1,100 
6,059 
— 
1,198 
8,357 
1,525 
LKQ Corp.
Cullman
AL
Dec. 2018
— 
61 
3,781 
— 
— 
3,842 
651 
Grupo Antolin North America,
Inc.
Shelby Township
MI
Dec. 2018
—  (17)
1,941 
41,648 
— 
— 
43,589 
6,921 
Walgreens
Pittsburgh
PA
Dec. 2018
—  (17)
1,701 
13,718 
— 
— 
15,419 
2,305 
VersaFlex
Kansas City
KS
Dec. 2018
—  (17)
519 
7,581 
— 
— 
8,100 
1,184 
Cummins
Gillette
WY
Mar. 2019
—  (11)
1,197 
5,470 
— 
516 
7,183 
1,108 
Stanley Security
Fishers
IN
Mar. 2019
—  (11)
1,246 
11,879 
— 
— 
13,125 
1,882 
Sierra Nevada Corp.
Colorado Springs
CO
Apr. 2019
— 
— 
16,105 
— 
— 
16,105 
2,514 
EQT Corp.
Waynesburg
PA
Apr. 2019
—  (11)
875 
11,126 
— 
— 
12,001 
1,866 
Hanes
Calhoun
GA
Apr. 2019
—  (11)
731 
8,104 
— 
— 
8,835 
1,454 
Union Partners
Aurora
IL
May. 2019
— 
929 
11,621 
— 
— 
12,550 
1,751 
Union Partners
Dearborn
MI
May. 2019
—  (11)
3,028 
11,645 
— 
— 
14,673 
1,835 
ComDoc
North Canton
OH
Jun. 2019
—  (11)
602 
15,128 
— 
— 
15,730 
2,471 
Metal Technologies
Bloomfield
IN
Jun. 2019
—  (11)
277 
9,552 
— 
— 
9,829 
1,626 
Encompass Health
Birmingham
AL
Jun. 2019
—  (11)
1,746 
55,568 
— 
— 
57,314 
7,761 
Heatcraft
Tifton
GA
Jun. 2019
—  (11)
346 
9,064 
— 
— 
9,410 
1,269 
(2)(3)
(4)(5)
F-63

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
CF Sauer SLB
Mauldin
SC
Aug. 2019
—  (17)
40 
343 
— 
— 
383 
55 
CF Sauer SLB
Mauldin
SC
Aug. 2019
—  (17)
232 
15,488 
— 
— 
15,720 
2,243 
CF Sauer SLB
Mauldin
SC
Aug. 2019
—  (17)
348 
4,747 
— 
— 
5,095 
840 
CF Sauer SLB
Mauldin
SC
Aug. 2019
—  (17)
190 
9,488 
— 
— 
9,678 
1,371 
CF Sauer SLB
Orlando
FL
Aug. 2019
—  (17)
237 
351 
— 
— 
588 
68 
CF Sauer SLB
San Luis Obispo
CA
Aug. 2019
—  (17)
2,201 
12,884 
— 
— 
15,085 
1,937 
SWECO
Florence
KY
Sep. 2019
— 
2,080 
21,924 
— 
— 
24,004 
3,561 
Viavi Solutions
Santa Rosa
CA
Sep. 2019
— 
3,061 
5,929 
— 
2,358 
11,348 
1,513 
Viavi Solutions
Santa Rosa
CA
Sep. 2019
— 
3,073 
7,130 
— 
2,171 
12,374 
1,654 
Faurecia
Auburn Hills
MI
Dec. 2019
— 
3,310 
38,278 
— 
2,055 
43,643 
6,387 
Plasma
Garland
TX
Dec. 2019
— 
595 
2,421 
— 
— 
3,016 
397 
Plasma
El Paso
TX
Dec. 2019
— 
72 
2,478 
— 
— 
2,550 
317 
Plasma
Bradenton
FL
Dec. 2019
— 
185 
3,747 
— 
— 
3,932 
507 
Plasma
Hickory
NC
Dec. 2019
— 
494 
3,702 
— 
— 
4,196 
522 
Plasma
Lake Charles
LA
Dec. 2019
— 
301 
1,730 
— 
— 
2,031 
258 
Plasma
Mission
TX
Dec. 2019
— 
275 
1,735 
— 
— 
2,010 
249 
Plasma
Meridian
MS
Dec. 2019
— 
203 
2,965 
— 
— 
3,168 
422 
Plasma
Peoria
IL
Dec. 2019
— 
206 
2,578 
— 
— 
2,784 
348 
Whirlpool
Cleveland
TN
Dec. 2019
— 
2,230 
20,923 
— 
— 
23,153 
3,125 
Whirlpool
Clyde
OH
Dec. 2019
— 
1,641 
20,072 
— 
— 
21,713 
2,915 
Whirlpool
Clyde
OH
Dec. 2019
— 
3,559 
17,283 
— 
— 
20,842 
2,944 
Whirlpool
Findlay
OH
Dec. 2019
— 
1,344 
22,624 
— 
— 
23,968 
3,086 
Whirlpool
Marion
OH
Dec. 2019
— 
1,876 
27,850 
— 
— 
29,726 
3,844 
Whirlpool
Ottawa
OH
Dec. 2019
— 
3,155 
19,919 
— 
23,628 
46,702 
5,103 
FedEx
Bathurst
Canada
Dec. 2019
— 
35 
1,997 
— 
— 
2,032 
400 
FedEx
Woodstock
Canada
Dec. 2019
— 
389 
3,494 
— 
— 
3,883 
592 
NSA Industries
Franklin
NH
Dec. 2019
— 
237 
7,968 
(3)
6,006 
14,208 
1,734 
Viavi
Santa Rosa
CA
Jan. 2020
— 
3,209 
4,203 
— 
1,482 
8,894 
1,093 
CSTK
St. Louis
MO
Feb. 2020
—  (17)
3,405 
8,155 
— 
— 
11,560 
1,386 
Metal Technologies
Bloomfield
IN
Feb. 2020
— 
167 
1,034 
— 
— 
1,201 
174 
Whirlpool
Fabriano
ITA
Feb. 2020
— 
223 
5,271 
— 
— 
5,494 
647 
Whirlpool
Fabriano
ITA
Feb. 2020
— 
2,603 
15,067 
— 
— 
17,670 
2,021 
FedEx
Moncton
Canada
Mar. 2020
— 
275 
2,740 
— 
— 
3,015 
422 
Klaussner
Asheboro
NC
Mar. 2020
— 
4,102 
10,420 
— 
— 
14,522 
1,433 
Klaussner
Candor
NC
Mar. 2020
— 
1,705 
9,528 
(228)
(1,153)
9,852 
1,175 
Plasma
Danville
VA
May. 2020
— 
434 
2,209 
— 
— 
2,643 
299 
(2)(3)
(4)(5)
F-64

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Plasma
Des Moines
IA
May. 2020
— 
254 
2,827 
— 
— 
3,081 
350 
Plasma
Youngstown
OH
May. 2020
— 
41 
4,600 
— 
— 
4,641 
543 
Plasma
Dayton
OH
May. 2020
— 
61 
1,796 
— 
— 
1,857 
219 
Klaussner
Asheboro
NC
Jun. 2020
— 
2,438 
3,025 
— 
— 
5,463 
359 
NSA Industries
Franklin
NH
Jun. 2020
— 
161 
2,857 
— 
— 
3,018 
414 
Johnson Controls
Manchester
United Kingdom
Sep. 2020
— 
— 
9,923 
— 
— 
9,923 
1,131 
Johnson Controls
Manchester
United Kingdom
Sep. 2020
— 
— 
1,389 
— 
— 
1,389 
189 
Broadridge Financial Solutions
El Dorado Hills
CA
Nov. 2020
— 
5,524 
47,050 
— 
— 
52,574 
5,366 
Broadridge Financial Solutions
Kansas City
MO
Nov. 2020
— 
5,731 
27,736 
— 
— 
33,467 
3,088 
Broadridge Financial Solutions
South Windsor
CT
Nov. 2020
— 
6,473 
32,490 
— 
— 
38,963 
3,974 
Broadridge Financial Solutions
Falconer
NY
Nov. 2020
— 
355 
16,492 
— 
— 
16,847 
1,794 
ZF Active Safety
Findlay
OH
Dec. 2020
—  (17)
1,231 
21,410 
— 
— 
22,641 
2,374 
Johnson Controls
Montigny-Le-
Bretonneux
France
Dec. 2020
— 
1,014 
2,669 
— 
— 
3,683 
284 
FCA USA
Detroit
MI
Dec. 2020
—  (17)
5,125 
95,485 
973 
564 
102,147 
10,299 
Momentum Manufacturing Group
Amherst
NH
Apr. 2021
— 
498 
5,233 
— 
— 
5,731 
559 
Cameron International
Pearsall
TX
Apr. 2021
— 
298 
6,356 
— 
— 
6,654 
765 
McLaren
Woking
United Kingdom
Apr. 2021
— 
12,629 
129,932 
— 
— 
142,561 
12,354 
McLaren
Woking
United Kingdom
Apr. 2021
— 
8,942 
52,419 
— 
— 
61,361 
5,215 
Trafalgar Court
St. Peter Port
Channel Islands
Sep. 2021
— 
11,271 
53,838 
— 
81 
65,190 
4,523 
Walmart Inc.
Bentonville
AR
Oct. 2021
— 
4,358 
33,231 
— 
— 
37,589 
3,014 
Pilot Point Steel
Hallettsville
TX
Oct. 2021
— 
386 
3,085 
— 
— 
3,471 
406 
Pilot Point Steel
Pilot Point
TX
Oct. 2021
— 
854 
7,184 
— 
— 
8,038 
738 
Promess Incorporated
Brighton
MI
Dec. 2021
— 
299 
6,170 
— 
— 
6,469 
513 
Promess Incorporated
Brighton
MI
Dec. 2021
— 
278 
1,824 
— 
— 
2,102 
170 
Promess Incorporated
Brighton
MI
Dec. 2021
— 
288 
1,758 
— 
— 
2,046 
152 
Thetford Corporation
Ann Arbor
MI
Dec. 2021
— 
1,353 
8,197 
— 
— 
9,550 
755 
Thetford Corporation
Dexter
MI
Dec. 2021
— 
3,307 
10,248 
— 
— 
13,555 
927 
Thetford Corporation
Mishawaka
IN
Dec. 2021
— 
616 
4,659 
— 
— 
5,275 
425 
PFB America Corporation
Blissfield
MI
Dec. 2021
— 
219 
2,121 
— 
— 
2,340 
206 
PFB America Corporation
Blissfield
MI
Dec. 2021
— 
118 
651 
— 
— 
769 
60 
PFB America Corporation
Lebanon
OH
Dec. 2021
— 
398 
4,718 
— 
— 
5,116 
392 
PFB America Corporation
Lester Prairie
MN
Dec. 2021
— 
448 
5,817 
— 
— 
6,265 
491 
Plasti-Fab Ltd
Crossfield
Canada
Dec. 2021
— 
800 
5,154 
— 
— 
5,954 
442 
Plasti-Fab Ltd
Crossfield
Canada
Dec. 2021
— 
2,079 
4,277 
— 
— 
6,356 
393 
Plasti-Fab Ltd
Kitchener
Canada
Dec. 2021
— 
2,885 
6,687 
— 
— 
9,572 
532 
Plasti-Fab Ltd
Winnipeg
Canada
Dec. 2021
— 
959 
315 
— 
— 
1,274 
33 
(2)(3)
(4)(5)
F-65

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Thetford Corporation
Etten-Leur
Netherlands
Dec. 2021
— 
3,617 
14,688 
— 
— 
18,305 
1,264 
Executive Mailing Service
Palos Hills
IL
Apr. 2022
— 
2,061 
9,339 
(566)
(2,992)
7,842 
44 
Caledonia House
Glasgow
United Kingdom
May. 2022
— 
1,507 
11,261 
— 
— 
12,768 
797 
Momentum Manufacturing Group
Georgetown
MA
Jun. 2022
— 
610 
5,349 
— 
— 
5,959 
358 
Wallgreens Boots Alliance Inc.
Coventry
United Kingdom
Jan. 2023
— 
— 
3,340 
— 
— 
3,340 
160 
Wallgreens Boots Alliance Inc.
Stortford
United Kingdom
Jan. 2023
— 
468 
1,680 
— 
— 
2,148 
80 
Wallgreens Boots Alliance Inc.
`
United Kingdom
Jan. 2023
— 
816 
2,793 
— 
— 
3,609 
134 
Wallgreens Boots Alliance Inc.
Southhampton
United Kingdom
Jan. 2023
— 
1,663 
3,709 
— 
— 
5,372 
179 
Wallgreens Boots Alliance Inc.
Poole
United Kingdom
Jan. 2023
— 
— 
4,435 
— 
— 
4,435 
213 
Wallgreens Boots Alliance Inc.
Taunton
United Kingdom
Jan. 2023
— 
499 
3,355 
— 
— 
3,854 
162 
Wallgreens Boots Alliance Inc.
Glouchester
United Kingdom
Jan. 2023
— 
363 
5,344 
— 
— 
5,707 
258 
Wallgreens Boots Alliance Inc.
Tunbrdige Wells
United Kingdom
Jan. 2023
— 
1,027 
5,926 
— 
— 
6,953 
284 
Dollar General I
Mission
TX
Sep. 2023
(13)
250 
654 
— 
— 
904 
26 
Dollar General I
Sullivan
MO
Sep. 2023
(13)
260 
663 
— 
— 
923 
26 
Walgreens I
Pine Bluff
AR
Sep. 2023
(12)
840 
2,014 
— 
— 
2,854 
79 
Dollar General II
Bogalusa
LA
Sep. 2023
(13)
280 
688 
— 
— 
968 
27 
Dollar General II
Donaldsonville
LA
Sep. 2023
(13)
260 
614 
— 
— 
874 
24 
AutoZone I
Cut Off
LA
Sep. 2023
(13)
330 
858 
— 
— 
1,188 
34 
Dollar General III
Athens
MI
Sep. 2023
(13)
250 
654 
— 
— 
904 
26 
Dollar General III
Fowler
MI
Sep. 2023
(13)
260 
651 
— 
— 
911 
26 
Dollar General III
Hudson
MI
Sep. 2023
(13)
270 
671 
— 
— 
941 
26 
Dollar General III
Muskegon
MI
Sep. 2023
(13)
290 
620 
— 
— 
910 
25 
Dollar General III
Reese
MI
Sep. 2023
(13)
260 
650 
— 
— 
910 
26 
BSFS I
Fort Myers
FL
Sep. 2023
(13)
800 
2,255 
— 
— 
3,055 
87 
Dollar General IV
Bainbridge
GA
Sep. 2023
(13)
250 
559 
— 
— 
809 
22 
Dollar General IV
Vanleer
TN
Sep. 2023
(13)
230 
552 
— 
— 
782 
22 
Tractor Supply I
Vernon
CT
Sep. 2023
(13)
950 
3,016 
— 
— 
3,966 
117 
Dollar General V
Meraux
LA
Sep. 2023
(13)
520 
1,326 
— 
— 
1,846 
52 
Mattress Firm I
Tallahassee
FL
Sep. 2023
510 
1,355 
— 
— 
1,865 
53 
Lowe's I
Fayetteville
NC
Sep. 2023
(13)
— 
10,178 
— 
— 
10,178 
383 
Lowe's I
Macon
GA
Sep. 2023
(13)
— 
12,230 
— 
— 
12,230 
459 
Lowe's I
New Bern
NC
Sep. 2023
(13)
3,050 
6,794 
— 
— 
9,844 
275 
Lowe's I
Rocky Mount
NC
Sep. 2023
(13)
3,260 
7,390 
— 
— 
10,650 
297 
O'Reilly Auto Parts I
Manitowoc
WI
Sep. 2023
(13)
220 
631 
— 
— 
851 
26 
Food Lion I
Charlotte
NC
Sep. 2023
(13)
1,660 
5,890 
— 
— 
7,550 
229 
Lowe's I
Aiken
SC
Sep. 2023
(13)
— 
6,963 
— 
— 
6,963 
272 
Dollar General VII
Gasburg
VA
Sep. 2023
(13)
270 
717 
— 
— 
987 
28 
(2)(3)
(4)(5)
F-66

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Dollar General VI
Natalbany
LA
Sep. 2023
(13)
320 
844 
— 
— 
1,164 
33 
Walgreens II
Tucker
GA
Sep. 2023
(13)
— 
3,963 
— 
— 
3,963 
147 
Family Dollar III
Challis
ID
Sep. 2023
(13)
280 
663 
— 
— 
943 
26 
Chili's I
Lake Jackson
TX
Sep. 2023
(13)
600 
1,586 
— 
— 
2,186 
62 
Chili's I
Victoria
TX
Sep. 2023
(13)
680 
1,703 
— 
— 
2,383 
67 
CVS I
Anniston
AL
Sep. 2023
(13)
580 
1,621 
— 
— 
2,201 
63 
Tire Kingdom I
Lake Wales
FL
Sep. 2023
(13)
510 
1,417 
— 
— 
1,927 
55 
AutoZone II
Temple
GA
Sep. 2023
(13)
370 
814 
— 
— 
1,184 
33 
Dollar General VIII
Stanleytown
VA
Sep. 2023
(13)
300 
833 
— 
— 
1,133 
33 
Fresenius I
Montevallo
AL
Sep. 2023
(13)
580 
1,425 
— 
— 
2,005 
56 
Dollar General IX
Mabelvale
AR
Sep. 2023
(13)
200 
519 
— 
— 
719 
20 
Advance Auto I
Angola
IN
Sep. 2023
(13)
170 
370 
— 
— 
540 
15 
Arby's I
Hernando
MS
Sep. 2023
(13)
600 
1,485 
— 
— 
2,085 
58 
CVS II
Holyoke
MA
Sep. 2023
(13)
— 
5,188 
— 
— 
5,188 
191 
Walgreens III
Lansing
MI
Sep. 2023
(13)
1,070 
2,917 
— 
— 
3,987 
114 
Walgreens IV
Beaumont
TX
Sep. 2023
(13)
620 
1,618 
— 
— 
2,238 
63 
Dollar General X
Greenwell Springs
LA
Sep. 2023
(13)
250 
793 
— 
— 
1,043 
31 
Home Depot I
Birmingham
AL
Sep. 2023
(13)
9,800 
27,391 
— 
— 
37,191 
1,158 
Home Depot I
Valdosta
GA
Sep. 2023
(13)
9,250 
24,191 
— 
— 
33,441 
1,030 
New Breed Logistics I
Hanahan
SC
Sep. 2023
(13)
5,560 
10,822 
— 
— 
16,382 
493 
Truist Bank I
Atlanta
GA
Sep. 2023
(13)
420 
1,128 
— 
— 
1,548 
44 
Truist Bank I
Fort Pierce
FL
Sep. 2023
(13)
540 
1,370 
— 
— 
1,910 
54 
Truist Bank I
Nashville
TN
Sep. 2023
(13)
210 
543 
— 
— 
753 
21 
Truist Bank I
New Market
VA
Sep. 2023
(13)
320 
830 
— 
— 
1,150 
33 
Truist Bank I
New Smyrna Beach
FL
Sep. 2023
(13)
890 
2,324 
— 
— 
3,214 
91 
Truist Bank I
Oak Ridge
TN
Sep. 2023
(13)
430 
1,172 
— 
— 
1,602 
46 
Truist Bank I
Orlando
FL
Sep. 2023
(13)
590 
1,603 
— 
— 
2,193 
63 
Truist Bank I
Orlando
FL
Sep. 2023
(13)
890 
2,324 
— 
— 
3,214 
91 
Truist Bank I
Savannah
TN
Sep. 2023
(13)
380 
1,033 
— 
— 
1,413 
40 
Truist Bank I
Summerfield
NC
Sep. 2023
(13)
190 
540 
— 
— 
730 
21 
Truist Bank I
Thomson
GA
Sep. 2023
(13)
360 
953 
— 
— 
1,313 
37 
Truist Bank I
Vinton
VA
Sep. 2023
(13)
120 
324 
— 
— 
444 
13 
Truist Bank I
Washington
DC
Sep. 2023
(13)
730 
1,902 
— 
— 
2,632 
74 
Truist Bank I
Waycross
GA
Sep. 2023
(13)
420 
1,126 
— 
— 
1,546 
44 
Truist Bank I
Waynesville
NC
Sep. 2023
(13)
260 
702 
— 
— 
962 
27 
Circle K I
Aledo
IL
Sep. 2023
(13)
450 
1,475 
— 
— 
1,925 
57 
(2)(3)
(4)(5)
F-67

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Circle K I
Bedford
OH
Sep. 2023
(13)
310 
950 
— 
— 
1,260 
37 
Circle K I
Bloomington
IL
Sep. 2023
(13)
210 
682 
— 
— 
892 
26 
Circle K I
Bloomington
IL
Sep. 2023
(13)
190 
627 
— 
— 
817 
24 
Circle K I
Burlington
IA
Sep. 2023
(13)
160 
517 
— 
— 
677 
20 
Circle K I
Champaign
IL
Sep. 2023
(13)
195 
635 
— 
— 
830 
25 
Circle K I
Clinton
IA
Sep. 2023
(13)
240 
765 
— 
— 
1,005 
30 
Circle K I
Galesburg
IL
Sep. 2023
(13)
250 
826 
— 
— 
1,076 
32 
Circle K I
Jacksonville
IL
Sep. 2023
(13)
170 
545 
— 
— 
715 
21 
Circle K I
Jacksonville
IL
Sep. 2023
(13)
130 
410 
— 
— 
540 
16 
Circle K I
Lafayette
IN
Sep. 2023
(13)
250 
784 
— 
— 
1,034 
30 
Circle K I
Mattoon
IL
Sep. 2023
(13)
370 
1,202 
— 
— 
1,572 
46 
Circle K I
Morton
IL
Sep. 2023
(13)
180 
611 
— 
— 
791 
24 
Circle K I
Muscatine
IA
Sep. 2023
(13)
230 
755 
— 
— 
985 
29 
Circle K I
Paris
IL
Sep. 2023
(13)
260 
845 
— 
— 
1,105 
33 
Circle K I
Staunton
IL
Sep. 2023
(13)
510 
1,593 
— 
— 
2,103 
62 
Circle K I
Streetsboro
OH
Sep. 2023
(13)
240 
730 
— 
— 
970 
28 
Circle K I
Vandalia
IL
Sep. 2023
(13)
330 
1,031 
— 
— 
1,361 
40 
Circle K I
Virden
IL
Sep. 2023
(13)
340 
1,024 
— 
— 
1,364 
40 
Walgreens VI
Gillette
WY
Sep. 2023
(13)
920 
2,336 
— 
— 
3,256 
91 
Walgreens V
Oklahoma City
OK
Sep. 2023
(13)
1,120 
3,162 
— 
— 
4,282 
123 
1st Constitution Bancorp I
Hightstown
NJ
Sep. 2023
(13)
430 
1,131 
— 
— 
1,561 
44 
FedEx Ground I
Watertown
SD
Sep. 2023
(13)
780 
1,755 
— 
— 
2,535 
76 
Krystal I
Chattanooga
TN
Sep. 2023
(12)
280 
689 
— 
— 
969 
27 
Krystal I
Cleveland
TN
Sep. 2023
(12)
380 
1,084 
— 
— 
1,464 
42 
Krystal I
Columbus
GA
Sep. 2023
(12)
400 
1,009 
— 
— 
1,409 
40 
Krystal I
Ft. Oglethorpe
GA
Sep. 2023
(12)
250 
711 
— 
— 
961 
28 
Krystal I
Jacksonville
FL
Sep. 2023
(12)
360 
898 
— 
— 
1,258 
35 
O'Charley's I
Corydon
IN
Sep. 2023
(13)
384 
1,016 
— 
— 
1,400 
8 
Walgreens VII
Alton
IL
Sep. 2023
(13)
1,150 
2,980 
— 
— 
4,130 
116 
Walgreens VII
Florissant
MO
Sep. 2023
(13)
460 
1,239 
— 
— 
1,699 
48 
Walgreens VII
Florissant
MO
Sep. 2023
(13)
470 
1,255 
— 
— 
1,725 
49 
Walgreens VII
Mahomet
IL
Sep. 2023
(13)
1,130 
2,797 
— 
— 
3,927 
110 
Walgreens VII
Monroe
MI
Sep. 2023
(13)
900 
2,532 
— 
— 
3,432 
98 
Walgreens VII
Springfield
IL
Sep. 2023
(13)
1,080 
2,846 
— 
— 
3,926 
111 
Walgreens VII
St Louis
MO
Sep. 2023
(13)
750 
1,960 
— 
— 
2,710 
76 
Walgreens VII
Washington
IL
Sep. 2023
(13)
930 
2,514 
— 
— 
3,444 
98 
(2)(3)
(4)(5)
F-68

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Tractor Supply II
Houghton
MI
Sep. 2023
(13)
400 
1,061 
— 
— 
1,461 
42 
National Tire & Battery II
Mundelein
IL
Sep. 2023
— 
3,549 
— 
— 
3,549 
131 
Tractor Supply III
Harlan
KY
Sep. 2023
(13)
680 
2,080 
— 
— 
2,760 
81 
Mattress Firm II
Knoxville
TN
Sep. 2023
(13)
300 
767 
— 
— 
1,067 
30 
Dollar General XI
Greenville
MS
Sep. 2023
(13)
240 
652 
— 
— 
892 
26 
Talecris Plasma Resources I
Eagle Pass
TX
Sep. 2023
(13)
810 
1,991 
— 
— 
2,801 
79 
Dollar General XII
Le Center
MN
Sep. 2023
(13)
260 
574 
— 
— 
834 
23 
Advance Auto II
Bunnell
FL
Sep. 2023
(13)
380 
956 
— 
— 
1,336 
38 
Advance Auto II
Washington
GA
Sep. 2023
(13)
250 
616 
— 
— 
866 
24 
Dollar General XIII
Vidor
TX
Sep. 2023
(13)
230 
521 
— 
— 
751 
21 
FedEx Ground II
Leland
MS
Sep. 2023
(13)
1,170 
2,660 
— 
— 
3,830 
117 
Burger King I
Algonquin
IL
Sep. 2023
(13)
490 
1,314 
— 
— 
1,804 
52 
Burger King I
Antioch
IL
Sep. 2023
(13)
380 
882 
— 
— 
1,262 
35 
Burger King I
Austintown
OH
Sep. 2023
(13)
470 
943 
— 
— 
1,413 
38 
Burger King I
Beavercreek
OH
Sep. 2023
(13)
370 
752 
— 
— 
1,122 
30 
Burger King I
Celina
OH
Sep. 2023
(13)
360 
890 
— 
— 
1,250 
35 
Burger King I
Chesterland
OH
Sep. 2023
(13)
310 
720 
— 
— 
1,030 
28 
Burger King I
Columbiana
OH
Sep. 2023
(13)
460 
1,015 
— 
— 
1,475 
40 
Burger King I
Cortland
OH
Sep. 2023
(13)
370 
760 
— 
— 
1,130 
31 
Burger King I
Fairborn
OH
Sep. 2023
(13)
440 
1,148 
— 
— 
1,588 
45 
Burger King I
Girard
OH
Sep. 2023
(13)
530 
1,186 
— 
— 
1,716 
47 
Burger King I
Grayslake
IL
Sep. 2023
(13)
340 
797 
— 
— 
1,137 
32 
Burger King I
Greenville
OH
Sep. 2023
(13)
400 
1,001 
— 
— 
1,401 
39 
Burger King I
Gurnee
IL
Sep. 2023
(13)
570 
1,437 
— 
— 
2,007 
57 
Burger King I
Madison
OH
Sep. 2023
95 
— 
— 
— 
95 
— 
Burger King I
McHenry
IL
Sep. 2023
(13)
330 
870 
— 
— 
1,200 
34 
Burger King I
Mentor
OH
Sep. 2023
(13)
310 
684 
— 
— 
994 
27 
Burger King I
Niles
OH
Sep. 2023
(13)
480 
1,061 
— 
— 
1,541 
42 
Burger King I
North Fayette
PA
Sep. 2023
(13)
600 
1,306 
— 
— 
1,906 
52 
Burger King I
North Royalton
OH
Sep. 2023
(13)
440 
1,235 
— 
— 
1,675 
49 
Burger King I
North Versailles
PA
Sep. 2023
(13)
700 
1,567 
— 
— 
2,267 
62 
Burger King I
Poland
OH
Sep. 2023
(13)
340 
742 
— 
— 
1,082 
29 
Burger King I
Ravenna
OH
Sep. 2023
(13)
500 
1,084 
— 
— 
1,584 
43 
Burger King I
Round Lake Beach
IL
Sep. 2023
(13)
730 
1,770 
— 
— 
2,500 
70 
Burger King I
Salem
OH
Sep. 2023
(13)
550 
1,247 
— 
— 
1,797 
49 
Burger King I
Trotwood
OH
Sep. 2023
(13)
330 
882 
— 
— 
1,212 
35 
(2)(3)
(4)(5)
F-69

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Burger King I
Twinsburg
OH
Sep. 2023
(13)
420 
911 
— 
— 
1,331 
36 
Burger King I
Waukegan
IL
Sep. 2023
(13)
380 
926 
— 
— 
1,306 
37 
Burger King I
Youngstown
OH
Sep. 2023
(13)
450 
1,215 
— 
— 
1,665 
48 
Burger King I
Youngstown
OH
Sep. 2023
(13)
570 
1,220 
— 
— 
1,790 
49 
Burger King I
Youngstown
OH
Sep. 2023
(13)
570 
1,311 
— 
— 
1,881 
52 
Burger King I
Youngstown
OH
Sep. 2023
(13)
370 
854 
— 
— 
1,224 
34 
Dollar General XIV
Fort Smith
AR
Sep. 2023
(13)
300 
781 
— 
— 
1,081 
31 
Dollar General XIV
Hot Springs
AR
Sep. 2023
(13)
300 
780 
— 
— 
1,080 
31 
Dollar General XIV
Royal
AR
Sep. 2023
(13)
250 
614 
— 
— 
864 
24 
Dollar General XV
Wilson
NY
Sep. 2023
(13)
290 
758 
— 
— 
1,048 
30 
Mattress Firm I
McDonough
GA
Sep. 2023
390 
1,013 
— 
— 
1,403 
40 
Dollar General XVI
LaFollette
TN
Sep. 2023
(13)
220 
571 
— 
— 
791 
22 
Family Dollar V
Carrollton
MO
Sep. 2023
(13)
260 
542 
— 
— 
802 
22 
Family Dollar VI
Walden
CO
Sep. 2023
(13)
220 
590 
— 
— 
810 
21 
Mattress Firm III
Valdosta
GA
Sep. 2023
420 
1,121 
— 
— 
1,541 
44 
Arby's II
Virginia
MN
Sep. 2023
(13)
320 
767 
— 
— 
1,087 
30 
SAAB Sensis I
Syracuse
NY
Sep. 2023
2,970 
6,874 
— 
— 
9,844 
296 
Citizens Bank I
Doylestown
PA
Sep. 2023
(13)
520 
1,332 
— 
— 
1,852 
52 
Citizens Bank I
Lansdale
PA
Sep. 2023
(13)
420 
1,006 
— 
— 
1,426 
40 
Citizens Bank I
Lima
PA
Sep. 2023
(13)
710 
1,791 
— 
— 
2,501 
70 
Citizens Bank I
Philadelphia
PA
Sep. 2023
(13)
450 
1,145 
— 
— 
1,595 
45 
Citizens Bank I
Philadelphia
PA
Sep. 2023
(13)
660 
1,603 
— 
— 
2,263 
63 
Citizens Bank I
Philadelphia
PA
Sep. 2023
(13)
710 
1,955 
— 
— 
2,665 
76 
Citizens Bank I
Philadelphia
PA
Sep. 2023
(13)
630 
1,954 
— 
— 
2,584 
75 
Citizens Bank I
Richboro
PA
Sep. 2023
(13)
420 
1,080 
— 
— 
1,500 
42 
Citizens Bank I
Wayne
PA
Sep. 2023
(13)
1,030 
2,920 
— 
— 
3,950 
113 
Truist Bank II
Bushnell
FL
Sep. 2023
320 
802 
— 
— 
1,122 
32 
Truist Bank II
Chattanooga
TN
Sep. 2023
300 
754 
— 
— 
1,054 
30 
Truist Bank II
Douglasville
GA
Sep. 2023
400 
1,029 
— 
— 
1,429 
40 
Truist Bank II
Duluth
GA
Sep. 2023
(12)
800 
1,930 
— 
— 
2,730 
76 
Truist Bank II
East Ridge
TN
Sep. 2023
230 
626 
— 
— 
856 
25 
Truist Bank II
Mauldin
SC
Sep. 2023
310 
891 
— 
— 
1,201 
35 
Truist Bank II
Okeechobee
FL
Sep. 2023
460 
1,274 
— 
— 
1,734 
50 
Truist Bank II
Panama City
FL
Sep. 2023
450 
1,243 
— 
— 
1,693 
49 
Mattress Firm IV
Meridian
ID
Sep. 2023
500 
1,323 
— 
— 
1,823 
52 
Dollar General XII
Sunrise Beach
MO
Sep. 2023
(13)
260 
646 
— 
— 
906 
25 
(2)(3)
(4)(5)
F-70

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
FedEx Ground IV
Council Bluffs
IA
Sep. 2023
(13)
1,430 
3,378 
— 
— 
4,808 
147 
Mattress Firm V
Florence
AL
Sep. 2023
(12)
350 
937 
— 
— 
1,287 
37 
Mattress Firm I
Aiken
SC
Sep. 2023
390 
1,031 
— 
— 
1,421 
40 
Aaron's I
Erie
PA
Sep. 2023
(13)
240 
570 
— 
— 
810 
22 
AutoZone III
Caro
MI
Sep. 2023
(13)
280 
648 
— 
— 
928 
26 
Advance Auto III
Taunton
MA
Sep. 2023
(13)
390 
991 
— 
— 
1,381 
39 
Family Dollar VIII
Dexter
NM
Sep. 2023
(13)
300 
732 
— 
— 
1,032 
29 
Family Dollar VIII
Hale Center
TX
Sep. 2023
(13)
260 
600 
— 
— 
860 
24 
Family Dollar VIII
Plains
TX
Sep. 2023
(13)
280 
652 
— 
— 
932 
26 
Dollar General XVII
Tullos
LA
Sep. 2023
(13)
250 
682 
— 
— 
932 
27 
Truist Bank III
Athens
GA
Sep. 2023
(12)
300 
784 
— 
— 
1,084 
31 
Truist Bank III
Avondale
MD
Sep. 2023
(12)
550 
1,490 
— 
— 
2,040 
58 
Truist Bank IV
Chamblee
GA
Sep. 2023
(12)
490 
1,276 
— 
— 
1,766 
50 
Truist Bank III
Chattanooga
TN
Sep. 2023
(12)
400 
951 
— 
— 
1,351 
37 
First Horizon Bank
Collinsville
VA
Sep. 2023
179 
509 
— 
— 
688 
20 
Truist Bank IV
Columbus
GA
Sep. 2023
(12)
570 
1,408 
— 
— 
1,978 
55 
Truist Bank III
Conyers
GA
Sep. 2023
(12)
500 
1,324 
— 
— 
1,824 
52 
Truist Bank IV
Creedmoor
NC
Sep. 2023
100 
296 
— 
— 
396 
11 
Truist Bank III
Daytona Beach
FL
Sep. 2023
520 
1,390 
— 
— 
1,910 
54 
First Horizon Bank
Durham
NC
Sep. 2023
(12)
190 
484 
— 
— 
674 
19 
First Horizon Bank
Durham
NC
Sep. 2023
(12)
340 
857 
— 
— 
1,197 
34 
Truist Bank III
Gainesville
FL
Sep. 2023
400 
1,081 
— 
— 
1,481 
42 
Truist Bank III
Greenville
SC
Sep. 2023
(12)
220 
621 
— 
— 
841 
24 
Truist Bank III
Gulf Breeze
FL
Sep. 2023
430 
1,180 
— 
— 
1,610 
46 
Truist Bank III
Inverness
FL
Sep. 2023
520 
1,484 
— 
— 
2,004 
58 
Truist Bank III
Lithonia
GA
Sep. 2023
280 
808 
— 
— 
1,088 
32 
Truist Bank III
Macon
GA
Sep. 2023
270 
676 
— 
— 
946 
27 
Truist Bank IV
Madison
GA
Sep. 2023
400 
1,016 
— 
— 
1,416 
40 
Truist Bank III
Mebane
NC
Sep. 2023
400 
1,164 
— 
— 
1,564 
45 
Truist Bank III
Melbourne
FL
Sep. 2023
580 
1,511 
— 
— 
2,091 
59 
Truist Bank III
Morristown
TN
Sep. 2023
(12)
150 
364 
— 
— 
514 
14 
Truist Bank III
Mount Dora
FL
Sep. 2023
(12)
570 
1,570 
— 
— 
2,140 
61 
Truist Bank III
Murfreesboro
TN
Sep. 2023
(12)
340 
791 
— 
— 
1,131 
31 
Truist Bank IV
Ocala
FL
Sep. 2023
(12)
620 
1,493 
— 
— 
2,113 
59 
Truist Bank III
Ocala
FL
Sep. 2023
(12)
400 
1,006 
— 
— 
1,406 
40 
First Horizon Bank
Onancock
VA
Sep. 2023
(12)
510 
1,274 
— 
— 
1,784 
50 
(2)(3)
(4)(5)
F-71

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Truist Bank III
Orlando
FL
Sep. 2023
540 
1,459 
— 
— 
1,999 
57 
Truist Bank III
Ormond Beach
FL
Sep. 2023
680 
1,706 
— 
— 
2,386 
67 
Truist Bank III
Ormond Beach
FL
Sep. 2023
(12)
570 
1,571 
— 
— 
2,141 
61 
Truist Bank III
Ormond Beach
FL
Sep. 2023
510 
1,322 
— 
— 
1,832 
52 
First Horizon Bank
Pittsboro
NC
Sep. 2023
(12)
180 
423 
— 
— 
603 
17 
Truist Bank III
Pompano Beach
FL
Sep. 2023
700 
1,816 
— 
— 
2,516 
71 
Truist Bank IV
Prince Frederick
MD
Sep. 2023
(12)
670 
1,853 
— 
— 
2,523 
72 
Truist Bank III
Richmond
VA
Sep. 2023
2,386 
4,614 
— 
— 
7,000 
217 
Truist Bank III
Richmond
VA
Sep. 2023
(12)
160 
400 
— 
— 
560 
16 
Truist Bank III
Roanoke
VA
Sep. 2023
(12)
650 
1,789 
— 
— 
2,439 
70 
Truist Bank III
Savannah
GA
Sep. 2023
(12)
320 
799 
— 
— 
1,119 
31 
Truist Bank III
Signal Mountain
TN
Sep. 2023
(12)
220 
579 
— 
— 
799 
23 
Truist Bank III
Soddy Daisy
TN
Sep. 2023
(12)
240 
605 
— 
— 
845 
24 
Truist Bank IV
Spring Hill
FL
Sep. 2023
(12)
590 
1,515 
— 
— 
2,105 
59 
Truist Bank III
St. Petersburg
FL
Sep. 2023
510 
1,322 
— 
— 
1,832 
52 
Truist Bank III
Stockbridge
GA
Sep. 2023
(12)
390 
1,002 
— 
— 
1,392 
39 
Truist Bank III
Stone Mountain
GA
Sep. 2023
(12)
440 
1,151 
— 
— 
1,591 
45 
First Horizon Bank
Stuart
VA
Sep. 2023
(12)
430 
1,209 
— 
— 
1,639 
47 
Truist Bank III
Sylvester
GA
Sep. 2023
270 
620 
— 
— 
890 
25 
Truist Bank III
Union City
GA
Sep. 2023
(12)
220 
575 
— 
— 
795 
23 
First Horizon Bank
Winston-Salem
NC
Sep. 2023
250 
693 
— 
— 
943 
27 
First Horizon Bank
Yadkinville
NC
Sep. 2023
(12)
400 
1,007 
— 
— 
1,407 
40 
Dollar General XVIII
Deville
LA
Sep. 2023
(13)
250 
645 
— 
— 
895 
25 
Mattress Firm I
Holland
MI
Sep. 2023
400 
1,035 
— 
— 
1,435 
40 
Dollar General XVII
Hornbeck
LA
Sep. 2023
(13)
260 
672 
— 
— 
932 
26 
Family Dollar IX
Fannettsburg
PA
Sep. 2023
(13)
310 
1,148 
— 
58 
1,516 
45 
Mattress Firm I
Saginaw
MI
Sep. 2023
370 
1,004 
— 
— 
1,374 
39 
Bi-Lo I
Greenville
SC
Sep. 2023
(12)
810 
2,082 
— 
— 
2,892 
84 
Stop & Shop I
Cumberland
RI
Sep. 2023
(13)
3,900 
13,402 
— 
— 
17,302 
517 
Stop & Shop I
Sicklerville
NJ
Sep. 2023
(13)
3,010 
9,891 
— 
— 
12,901 
382 
Stop & Shop I
Southington
CT
Sep. 2023
(13)
3,550 
12,896 
— 
— 
16,446 
496 
Dollar General XVII
Forest Hill
LA
Sep. 2023
(13)
240 
616 
— 
— 
856 
24 
Dollar General XIX
Chelsea
OK
Sep. 2023
(13)
310 
812 
— 
— 
1,122 
32 
Dollar General XX
Brookhaven
MS
Sep. 2023
(13)
230 
582 
— 
— 
812 
23 
Dollar General XX
Columbus
MS
Sep. 2023
(13)
300 
605 
— 
— 
905 
24 
Dollar General XX
Forest
MS
Sep. 2023
(13)
250 
685 
— 
— 
935 
27 
(2)(3)
(4)(5)
F-72

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Dollar General XX
Rolling Fork
MS
Sep. 2023
(13)
310 
856 
— 
— 
1,166 
33 
Dollar General XX
West Point
MS
Sep. 2023
(13)
260 
611 
— 
— 
871 
24 
Dollar General XXI
Huntington
WV
Sep. 2023
(13)
360 
921 
— 
— 
1,281 
36 
Dollar General XXII
Warren
IN
Sep. 2023
(13)
310 
737 
— 
— 
1,047 
29 
FedEx Ground V
Sioux City
IA
Sep. 2023
(13)
1,460 
3,873 
— 
— 
5,333 
164 
FedEx Ground VII
Eagle River
WI
Sep. 2023
(13)
1,660 
4,277 
— 
— 
5,937 
181 
FedEx Ground VI
Grand Forks
ND
Sep. 2023
(13)
2,340 
6,146 
— 
— 
8,486 
261 
FedEx Ground VIII
Mosinee
WI
Sep. 2023
(13)
2,230 
5,942 
— 
— 
8,172 
251 
Anderson Station
Anderson
SC
Sep. 2023
(14)
3,080 
10,847 
— 
6 
13,933 
473 
Riverbend Marketplace
Asheville
NC
Sep. 2023
(14)
4,672 
10,339 
— 
— 
15,011 
458 
Northlake Commons
Charlotte
NC
Sep. 2023
8,744 
15,870 
— 
— 
24,614 
667 
Shops at Rivergate South
Charlotte
NC
Sep. 2023
(14)
6,889 
18,120 
— 
— 
25,009 
726 
Cross Pointe Centre
Fayetteville
NC
Sep. 2023
(14)
6,578 
12,377 
— 
461 
19,416 
493 
Parkside Shopping Center
Frankfort
KY
Sep. 2023
5,640 
10,427 
— 
— 
16,067 
531 
Patton Creek
Hoover
AL
Sep. 2023
18,964 
40,775 
— 
— 
59,739 
1,786 
Southway Shopping Center
Houston
TX
Sep. 2023
(16)
6,262 
7,417 
— 
— 
13,679 
358 
Northpark Center
Huber Heights
OH
Sep. 2023
(14)
10,952 
15,460 
— 
— 
26,412 
693 
Tiffany Springs MarketCenter
Kansas City
MO
Sep. 2023
5,967 
28,936 
— 
— 
34,903 
1,269 
North Lakeland Plaza
Lakeland
FL
Sep. 2023
(14)
3,904 
8,113 
— 
2 
12,019 
330 
Best on the Boulevard
Las Vegas
NV
Sep. 2023
(14)
6,548 
16,387 
— 
— 
22,935 
674 
Montecito Crossing
Las Vegas
NV
Sep. 2023
(14)
4,941 
21,357 
— 
— 
26,298 
958 
Pine Ridge Plaza
Lawrence
KS
Sep. 2023
5,311 
12,762 
— 
— 
18,073 
615 
Jefferson Commons
Louisville
KY
Sep. 2023
(14)
6,129 
17,998 
— 
— 
24,127 
783 
Towne Centre Plaza
Mesquite
TX
Sep. 2023
2,935 
4,999 
— 
— 
7,934 
220 
Township Marketplace
Monaca
PA
Sep. 2023
5,183 
24,697 
— 
49 
29,929 
1,066 
Northwoods Marketplace
North Charleston
SC
Sep. 2023
(16)
7,341 
11,862 
— 
— 
19,203 
571 
Centennial Plaza
Oklahoma City
OK
Sep. 2023
(14)
4,741 
12,436 
— 
— 
17,177 
543 
Village at Quail Springs
Oklahoma City
OK
Sep. 2023
(16)
3,738 
4,885 
— 
— 
8,623 
220 
Colonial Landing
Orlando
FL
Sep. 2023
— 
22,734 
— 
— 
22,734 
928 
The Centrum
Pineville
NC
Sep. 2023
(16)
7,995 
17,984 
— 
— 
25,979 
857 
Liberty Crossing
Rowlett
TX
Sep. 2023
(16)
3,334 
9,575 
— 
— 
12,909 
413 
San Pedro Crossing
San Antonio
TX
Sep. 2023
(14)
9,030 
25,428 
— 
— 
34,458 
924 
Prairie Towne Center
Schaumburg
IL
Sep. 2023
4,162 
10,318 
— 
— 
14,480 
454 
Shops at Shelby Crossing
Sebring
FL
Sep. 2023
4,694 
20,596 
— 
— 
25,290 
923 
Bison Hollow
Traverse City
MI
Sep. 2023
1,964 
12,754 
— 
— 
14,718 
550 
Southroads Shopping Center
Tulsa
OK
Sep. 2023
7,440 
61,472 
— 
(34)
68,878 
2,341 
(2)(3)
(4)(5)
F-73

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
The Streets of West Chester
West Chester
OH
Sep. 2023
8,686 
15,567 
— 
— 
24,253 
692 
Shoppes of West Melbourne
West Melbourne
FL
Sep. 2023
(14)
5,064 
12,092 
— 
— 
17,156 
453 
Shoppes at Wyomissing
Wyomissing
PA
Sep. 2023
7,427 
20,911 
— 
— 
28,338 
840 
Dollar General XXIII
Dewitt
NY
Sep. 2023
(15)
330 
726 
— 
— 
1,056 
29 
Dollar General XXIII
Farmington
NY
Sep. 2023
(15)
310 
863 
— 
— 
1,173 
34 
Dollar General XXIII
Geddes
NY
Sep. 2023
(15)
290 
688 
— 
— 
978 
27 
Dollar General XXIII
Otego
NY
Sep. 2023
(15)
320 
784 
— 
— 
1,104 
31 
Dollar General XXIII
Parish
NY
Sep. 2023
(15)
320 
713 
— 
— 
1,033 
28 
Dollar General XXIII
Utica
NY
Sep. 2023
(15)
310 
741 
— 
— 
1,051 
29 
Jo-Ann Fabrics I
Freeport
IL
Sep. 2023
(15)
510 
1,287 
— 
— 
1,797 
50 
FedEx Ground IX
Brainerd
MN
Sep. 2023
(15)
1,100 
2,581 
— 
— 
3,681 
111 
Chili's II
McHenry
IL
Sep. 2023
(15)
920 
2,317 
— 
— 
3,237 
91 
Dollar General XXIII
Kingston
NY
Sep. 2023
(15)
330 
908 
— 
— 
1,238 
36 
Sonic Drive In I
Robertsdale
AL
Sep. 2023
(15)
330 
851 
— 
— 
1,181 
33 
Sonic Drive In I
Tuscaloosa
AL
Sep. 2023
(15)
630 
1,570 
— 
— 
2,200 
62 
Bridgestone HOSEpower I
Columbia
SC
Sep. 2023
(15)
600 
1,436 
— 
— 
2,036 
57 
Bridgestone HOSEpower I
Elko
NV
Sep. 2023
(15)
540 
1,290 
— 
— 
1,830 
51 
Dollar General XXIII
Kerhonkson
NY
Sep. 2023
(15)
290 
707 
— 
— 
997 
28 
Bridgestone HOSEpower II
Jacksonville
FL
Sep. 2023
(15)
570 
1,268 
— 
— 
1,838 
50 
FedEx Ground X
Rolla
MO
Sep. 2023
(15)
2,420 
5,900 
— 
— 
8,320 
254 
Chili's III
Machesney Park
IL
Sep. 2023
(15)
1,110 
2,853 
— 
— 
3,963 
111 
FedEx Ground XI
Casper
WY
Sep. 2023
(15)
970 
2,231 
— 
— 
3,201 
96 
Tractor Supply IV
Flandreau
SD
Sep. 2023
(15)
370 
1,005 
— 
— 
1,375 
40 
Tractor Supply IV
Hazen
ND
Sep. 2023
(15)
470 
1,399 
— 
— 
1,869 
55 
Circle K II
Harlingen
TX
Sep. 2023
(12)
210 
676 
— 
— 
886 
29 
Circle K II
Laredo
TX
Sep. 2023
(12)
320 
1,038 
— 
— 
1,358 
44 
Circle K II
Laredo
TX
Sep. 2023
(12)
300 
1,000 
— 
— 
1,300 
42 
Circle K II
Laredo
TX
Sep. 2023
(12)
110 
324 
— 
— 
434 
14 
Circle K II
Rio Grande
TX
Sep. 2023
(12)
280 
907 
— 
— 
1,187 
38 
Circle K II
Weslaco
TX
Sep. 2023
(12)
250 
808 
— 
— 
1,058 
34 
Sonic Drive In II
Biloxi
MS
Sep. 2023
(12)
290 
770 
— 
— 
1,060 
30 
Sonic Drive In II
Collins
MS
Sep. 2023
(12)
360 
940 
— 
— 
1,300 
37 
Sonic Drive In II
Ellisville
MS
Sep. 2023
(12)
390 
1,020 
— 
— 
1,410 
40 
Sonic Drive In II
Gulfport
MS
Sep. 2023
(12)
320 
754 
— 
— 
1,074 
30 
Sonic Drive In II
Gulfport
MS
Sep. 2023
(12)
240 
647 
— 
— 
887 
25 
Sonic Drive In II
Gulfport
MS
Sep. 2023
(12)
280 
734 
— 
— 
1,014 
29 
(2)(3)
(4)(5)
F-74

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Sonic Drive In II
Hattiesburg
MS
Sep. 2023
(12)
330 
847 
— 
— 
1,177 
33 
Sonic Drive In II
Lithia
FL
Sep. 2023
(12)
240 
628 
— 
— 
868 
25 
Sonic Drive In II
Long Beach
MS
Sep. 2023
(12)
310 
783 
— 
— 
1,093 
31 
Sonic Drive In II
Magee
MS
Sep. 2023
(12)
290 
788 
— 
— 
1,078 
31 
Sonic Drive In II
Petal
MS
Sep. 2023
(12)
350 
845 
— 
— 
1,195 
33 
Sonic Drive In II
Plant City
FL
Sep. 2023
(12)
230 
586 
— 
— 
816 
23 
Sonic Drive In II
Purvis
MS
Sep. 2023
(12)
300 
760 
— 
— 
1,060 
30 
Sonic Drive In II
Riverview
FL
Sep. 2023
(12)
220 
584 
— 
— 
804 
23 
Sonic Drive In II
Riverview
FL
Sep. 2023
(12)
330 
782 
— 
— 
1,112 
31 
Sonic Drive In II
Tylertown
MS
Sep. 2023
(12)
420 
1,007 
— 
— 
1,427 
40 
Sonic Drive In II
Wauchula
FL
Sep. 2023
(12)
160 
413 
— 
— 
573 
16 
Sonic Drive In II
Waveland
MS
Sep. 2023
(12)
270 
681 
— 
— 
951 
27 
Sonic Drive In II
Waynesboro
MS
Sep. 2023
(12)
210 
526 
— 
— 
736 
21 
Sonic Drive In II
Woodville
MS
Sep. 2023
(12)
380 
1,004 
— 
— 
1,384 
39 
Bridgestone HOSEpower III
Sulphur
LA
Sep. 2023
(15)
780 
1,930 
— 
— 
2,710 
76 
Sonny's BBQ I
Tallahassee
FL
Sep. 2023
(12)
610 
1,719 
— 
— 
2,329 
67 
Sonny's BBQ I
Tallahassee
FL
Sep. 2023
(12)
690 
1,794 
— 
— 
2,484 
70 
Sonny's BBQ I
Tallahassee
FL
Sep. 2023
(12)
850 
2,247 
— 
— 
3,097 
88 
Mountain Express I
Baldwin
GA
Sep. 2023
(12)
240 
784 
— 
— 
1,024 
33 
Mountain Express I
Buford
GA
Sep. 2023
(12)
310 
1,039 
— 
— 
1,349 
44 
Mountain Express I
Canton
GA
Sep. 2023
(12)
290 
908 
— 
— 
1,198 
39 
Mountain Express I
Chatsworth
GA
Sep. 2023
(12)
280 
912 
— 
— 
1,192 
38 
Mountain Express I
Douglasville
GA
Sep. 2023
(12)
280 
889 
— 
— 
1,169 
38 
Mountain Express I
Jasper
GA
Sep. 2023
(12)
310 
1,023 
— 
— 
1,333 
43 
Mountain Express I
Summerville
GA
Sep. 2023
(12)
210 
645 
— 
— 
855 
27 
Mountain Express I
Trion
GA
Sep. 2023
(12)
230 
740 
— 
— 
970 
31 
Mountain Express I
Woodstock
GA
Sep. 2023
(12)
220 
694 
— 
— 
914 
29 
Kum & Go I
Omaha
NE
Sep. 2023
650 
1,640 
— 
— 
2,290 
64 
DaVita I
Bolivar
TN
Sep. 2023
(12)
190 
475 
— 
— 
665 
19 
DaVita I
Brownviille
TN
Sep. 2023
(12)
340 
813 
— 
— 
1,153 
32 
White Oak I
Casey
IA
Sep. 2023
60 
125 
— 
— 
185 
— 
White Oak I
Hospers
IA
Sep. 2023
76 
160 
— 
— 
236 
— 
White Oak I
Jefferson
IA
Sep. 2023
100 
208 
— 
— 
308 
— 
White Oak I
Muscatine
IA
Sep. 2023
153 
320 
— 
— 
473 
— 
White Oak I
Nevada
IA
Sep. 2023
49 
98 
— 
— 
147 
— 
White Oak I
Nevada
IA
Sep. 2023
117 
229 
— 
— 
346 
— 
(2)(3)
(4)(5)
F-75

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
White Oak I
Omaha
NE
Sep. 2023
106 
204 
— 
— 
310 
— 
White Oak I
Omaha
NE
Sep. 2023
137 
269 
— 
— 
406 
— 
White Oak I
Wapello
IA
Sep. 2023
120 
231 
— 
— 
351 
— 
Mountain Express II
Arley
AL
Sep. 2023
(12)
160 
528 
— 
— 
688 
22 
Mountain Express II
Cullman
AL
Sep. 2023
(12)
260 
856 
— 
— 
1,116 
36 
Mountain Express II
Eva
AL
Sep. 2023
(12)
160 
531 
— 
— 
691 
22 
Mountain Express II
Good Hope
AL
Sep. 2023
(12)
270 
927 
— 
— 
1,197 
39 
Mountain Express II
Huntsville
AL
Sep. 2023
(12)
340 
1,087 
— 
— 
1,427 
45 
Mountain Express II
Huntsville
AL
Sep. 2023
(12)
500 
1,624 
— 
— 
2,124 
68 
Mountain Express II
Huntsville
AL
Sep. 2023
(12)
360 
1,118 
— 
— 
1,478 
47 
Mountain Express II
Oneonta
AL
Sep. 2023
(12)
250 
809 
— 
— 
1,059 
34 
Mountain Express II
Owens Cross
AL
Sep. 2023
(12)
330 
999 
— 
— 
1,329 
43 
Mountain Express II
Pine Campbell
AL
Sep. 2023
(12)
160 
529 
— 
— 
689 
22 
Mountain Express II
Red Bay
AL
Sep. 2023
(12)
220 
706 
— 
— 
926 
30 
Mountain Express II
Red Bay
AL
Sep. 2023
(12)
110 
322 
— 
— 
432 
14 
Mountain Express II
Russellville
AL
Sep. 2023
(12)
160 
489 
— 
— 
649 
21 
Mountain Express II
Vina
AL
Sep. 2023
130 
421 
— 
— 
551 
18 
Dialysis I
Grand Rapids
MI
Sep. 2023
(12)
560 
1,342 
— 
— 
1,902 
53 
Dialysis I
Michigan City
IN
Sep. 2023
(13)
570 
1,458 
— 
— 
2,028 
57 
Dialysis I
Benton Harbor
MI
Sep. 2023
(12)
430 
1,160 
— 
— 
1,590 
45 
Dialysis I
East Knoxville
TN
Sep. 2023
(12)
530 
1,419 
— 
— 
1,949 
56 
Children of America I
New Britian
PA
Sep. 2023
— 
— 
— 
— 
— 
— 
Children of America I
Warminster
PA
Sep. 2023
— 
— 
— 
— 
— 
— 
Burger King II
Pineville
LA
Sep. 2023
500 
1,284 
— 
— 
1,784 
50 
White Oak II
Council Bluffs
IA
Sep. 2023
66 
138 
— 
— 
204 
— 
White Oak II
Council Bluffs
IA
Sep. 2023
66 
124 
— 
— 
190 
— 
White Oak II
Glenwood
IA
Sep. 2023
37 
65 
— 
— 
102 
— 
White Oak II
Missouri Valley
IA
Sep. 2023
39 
77 
— 
— 
116 
— 
White Oak II
Red Oak
IA
Sep. 2023
52 
124 
— 
— 
176 
— 
White Oak II
Sioux Center
IA
Sep. 2023
36 
67 
— 
— 
103 
— 
White Oak II
Sioux City
IA
Sep. 2023
40 
73 
— 
— 
113 
— 
White Oak II
Sioux City
IA
Sep. 2023
47 
88 
— 
— 
135 
— 
White Oak II
Sioux City
IA
Sep. 2023
59 
109 
— 
— 
168 
— 
Taco John's
Chanute
KS
Sep. 2023
(12)
230 
635 
— 
— 
865 
23 
Mountain Express III
Canton
GA
Sep. 2023
(12)
390 
1,288 
— 
— 
1,678 
54 
Mountain Express III
Clinton
SC
Sep. 2023
(12)
280 
890 
— 
— 
1,170 
38 
(2)(3)
(4)(5)
F-76

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Mountain Express III
Cornelia
GA
Sep. 2023
(12)
190 
595 
— 
— 
785 
25 
Mountain Express III
Cumming
GA
Sep. 2023
(12)
260 
828 
— 
— 
1,088 
35 
Mountain Express III
Ellijay
GA
Sep. 2023
(12)
380 
1,205 
— 
— 
1,585 
51 
Mountain Express III
Hogansville
GA
Sep. 2023
(12)
200 
646 
— 
— 
846 
27 
Mountain Express III
Homer
GA
Sep. 2023
(12)
190 
641 
— 
— 
831 
27 
Mountain Express III
McCaysville
GA
Sep. 2023
(12)
180 
574 
— 
— 
754 
24 
Mountain Express III
Nettleton
MS
Sep. 2023
(12)
150 
445 
— 
— 
595 
19 
Mountain Express III
Riverdale
GA
Sep. 2023
(12)
490 
1,554 
— 
— 
2,044 
65 
Mountain Express III
Toccoa
GA
Sep. 2023
(12)
170 
532 
— 
— 
702 
22 
Mountain Express III
Toccoa
GA
Sep. 2023
(12)
190 
613 
— 
— 
803 
26 
Mountain Express III
Woodstock
GA
Sep. 2023
(12)
420 
1,377 
— 
— 
1,797 
58 
Mountain Express III
Woodstock
GA
Sep. 2023
(12)
550 
1,823 
— 
— 
2,373 
76 
Taco John's
Carroll
IA
Sep. 2023
(12)
240 
690 
— 
— 
930 
25 
Taco John's
Cherokee
IA
Sep. 2023
(12)
160 
433 
— 
— 
593 
15 
Taco John's
Independence
MO
Sep. 2023
(12)
370 
913 
— 
— 
1,283 
34 
Taco John's
St. Peter
MN
Sep. 2023
(12)
220 
545 
— 
— 
765 
21 
White Oak III
Bonham
TX
Sep. 2023
(12)
650 
1,456 
— 
— 
2,106 
59 
DaVita II
Houston
TX
Sep. 2023
(12)
600 
1,537 
— 
— 
2,137 
60 
Pizza Hut I
Columbus
OH
Sep. 2023
(12)
340 
867 
— 
— 
1,207 
34 
Pizza Hut I
Columbus
OH
Sep. 2023
(12)
190 
456 
— 
— 
646 
18 
Pizza Hut I
Gastonia
NC
Sep. 2023
(12)
380 
932 
— 
— 
1,312 
37 
Pizza Hut I
Newton
NC
Sep. 2023
(12)
230 
598 
— 
— 
828 
23 
Pizza Hut I
Zaneville
OH
Sep. 2023
(12)
240 
605 
— 
— 
845 
24 
Little Caesars I
Burton
MI
Sep. 2023
(12)
440 
1,098 
— 
— 
1,538 
43 
Little Caesars I
Burton
MI
Sep. 2023
(12)
260 
693 
— 
— 
953 
27 
Little Caesars I
Durand
MI
Sep. 2023
(12)
160 
386 
— 
— 
546 
15 
Little Caesars I
Flint
MI
Sep. 2023
(12)
220 
493 
— 
— 
713 
19 
Little Caesars I
Flint
MI
Sep. 2023
(12)
230 
603 
— 
— 
833 
24 
Little Caesars I
Flint
MI
Sep. 2023
(12)
200 
496 
— 
— 
696 
19 
Little Caesars I
Flint
MI
Sep. 2023
(12)
230 
538 
— 
— 
768 
21 
Little Caesars I
Flint
MI
Sep. 2023
(12)
250 
582 
— 
— 
832 
23 
Little Caesars I
Flint
MI
Sep. 2023
(12)
260 
559 
— 
— 
819 
22 
Little Caesars I
Flint
MI
Sep. 2023
(12)
290 
699 
— 
— 
989 
27 
Little Caesars I
Swartz Creek
MI
Sep. 2023
(12)
210 
493 
— 
— 
703 
19 
Tractor Supply V
Americus
GA
Sep. 2023
(12)
700 
2,071 
— 
— 
2,771 
81 
Tractor Supply V
Cadiz
OH
Sep. 2023
(12)
600 
1,863 
— 
— 
2,463 
73 
(2)(3)
(4)(5)
F-77

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Tractor Supply V
Catalina
AZ
Sep. 2023
(12)
970 
2,958 
— 
— 
3,928 
115 
Tractor Supply V
Sorocco
NM
Sep. 2023
(12)
680 
2,098 
— 
— 
2,778 
82 
Caliber Collision I
Fayetteville
NC
Sep. 2023
(13)
470 
1,170 
— 
— 
1,640 
46 
Caliber Collision I
Lutz
FL
Sep. 2023
(13)
1,390 
3,496 
— 
— 
4,886 
138 
Caliber Collision I
Nolansville
TX
Sep. 2023
(13)
390 
993 
— 
— 
1,383 
39 
Fresenius III
Cumming
GA
Sep. 2023
(12)
320 
764 
— 
— 
1,084 
30 
Fresenius III
Enterprise
AL
Sep. 2023
(12)
760 
2,009 
— 
— 
2,769 
79 
Pizza Hut II
Cherokee
OK
Sep. 2023
(12)
150 
389 
— 
— 
539 
15 
Pizza Hut II
Dillion
MT
Sep. 2023
(12)
230 
560 
— 
— 
790 
22 
Pizza Hut II
Hennessey
OK
Sep. 2023
(12)
200 
571 
— 
— 
771 
22 
Pizza Hut II
Hugoton
KS
Sep. 2023
(12)
270 
719 
— 
— 
989 
28 
Pizza Hut II
Liberal
KS
Sep. 2023
(12)
200 
710 
— 
— 
910 
27 
Pizza Hut II
Meade
KS
Sep. 2023
(12)
200 
502 
— 
— 
702 
20 
Pizza Hut II
Newcastle
WY
Sep. 2023
(12)
190 
573 
— 
— 
763 
22 
Pizza Hut II
Polson
MT
Sep. 2023
(12)
360 
799 
— 
— 
1,159 
32 
Pizza Hut II
Roosevelt
UT
Sep. 2023
(12)
290 
812 
— 
— 
1,102 
32 
Pizza Hut II
Shattuck
OK
Sep. 2023
(12)
160 
423 
— 
— 
583 
17 
Pizza Hut II
Watonga
OK
Sep. 2023
(12)
300 
693 
— 
— 
993 
27 
Mountain Express IV
Cabot
AR
Sep. 2023
(12)
190 
547 
— 
— 
737 
24 
Mountain Express IV
Corning
AR
Sep. 2023
(12)
190 
619 
— 
— 
809 
26 
Mountain Express IV
El Dorado
AR
Sep. 2023
(12)
250 
859 
— 
— 
1,109 
36 
Mountain Express IV
El Dorado
AR
Sep. 2023
(12)
150 
475 
— 
— 
625 
20 
Mountain Express IV
El Dorado
AR
Sep. 2023
(12)
440 
1,494 
— 
— 
1,934 
63 
Mountain Express IV
Fordyce
AR
Sep. 2023
(12)
350 
1,127 
— 
— 
1,477 
47 
Mountain Express IV
Hope
AR
Sep. 2023
(12)
270 
873 
— 
— 
1,143 
37 
Mountain Express IV
Searcy
AR
Sep. 2023
(12)
320 
996 
— 
— 
1,316 
42 
Mountain Express V
Buford
GA
Sep. 2023
(13)
400 
1,210 
— 
— 
1,610 
51 
Mountain Express V
Buford
GA
Sep. 2023
(13)
380 
1,190 
— 
— 
1,570 
50 
Mountain Express V
Canton
GA
Sep. 2023
(13)
370 
1,165 
— 
— 
1,535 
49 
Mountain Express V
Conyers
GA
Sep. 2023
(13)
440 
1,389 
— 
— 
1,829 
58 
Mountain Express V
Dahlonega
GA
Sep. 2023
(13)
290 
929 
— 
— 
1,219 
39 
Mountain Express V
Elberton
GA
Sep. 2023
(13)
350 
1,173 
— 
— 
1,523 
49 
Mountain Express V
Forest Park
GA
Sep. 2023
(13)
380 
1,200 
— 
— 
1,580 
50 
Mountain Express V
Jonesboro
GA
Sep. 2023
(13)
390 
1,431 
— 
— 
1,821 
59 
Mountain Express V
Lithia Springs
GA
Sep. 2023
(13)
360 
1,182 
— 
— 
1,542 
49 
Mountain Express V
Lithia Springs
GA
Sep. 2023
(13)
380 
1,255 
— 
— 
1,635 
52 
(2)(3)
(4)(5)
F-78

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Mountain Express V
Loganville
GA
Sep. 2023
(13)
440 
1,350 
— 
— 
1,790 
57 
Mountain Express V
Macon
GA
Sep. 2023
(13)
250 
831 
— 
— 
1,081 
34 
Mountain Express V
Stockbridge
GA
Sep. 2023
(13)
380 
1,193 
— 
— 
1,573 
50 
Fresenius IV
Alexandria
LA
Sep. 2023
(12)
740 
1,837 
— 
— 
2,577 
72 
Mountain Express V
Forest Park
GA
Sep. 2023
(13)
380 
1,267 
— 
— 
1,647 
53 
Tractor Supply V
New Cordell
OK
Sep. 2023
(12)
580 
1,759 
— 
— 
2,339 
69 
Mountain Express V
Macon
GA
Sep. 2023
(13)
340 
1,125 
— 
— 
1,465 
47 
Mountain Express V
Norcross
GA
Sep. 2023
(13)
620 
1,800 
— 
— 
2,420 
77 
Mountain Express V
Snellville
GA
Sep. 2023
(13)
220 
707 
— 
— 
927 
29 
Mountain Express V
Covington
GA
Sep. 2023
(13)
450 
1,392 
— 
— 
1,842 
59 
IMTAA
Baton Rouge
LA
Sep. 2023
(13)
540 
1,071 
— 
— 
1,611 
44 
IMTAA
Bridge City
TX
Sep. 2023
(13)
620 
1,214 
— 
— 
1,834 
50 
IMTAA
Gonzales
LA
Sep. 2023
(13)
580 
1,085 
— 
— 
1,665 
45 
IMTAA
Gonzales
LA
Sep. 2023
(13)
590 
1,075 
— 
— 
1,665 
45 
IMTAA
Kenner
LA
Sep. 2023
(13)
490 
950 
— 
— 
1,440 
39 
IMTAA
Lake Charles
LA
Sep. 2023
(13)
540 
1,037 
— 
— 
1,577 
43 
IMTAA
Lake Charles
LA
Sep. 2023
(13)
480 
964 
— 
— 
1,444 
40 
IMTAA
Lake Charles
LA
Sep. 2023
(13)
480 
969 
— 
— 
1,449 
40 
IMTAA
Lake Charles
LA
Sep. 2023
(13)
540 
1,080 
— 
— 
1,620 
45 
IMTAA
Orange
TX
Sep. 2023
(13)
610 
1,095 
— 
— 
1,705 
46 
IMTAA
St. Rose
LA
Sep. 2023
(13)
430 
889 
— 
— 
1,319 
37 
Pizza Hut III
Garden City
KS
Sep. 2023
(13)
210 
514 
— 
— 
724 
20 
Pizza Hut III
Missoula
MT
Sep. 2023
(13)
320 
729 
— 
— 
1,049 
29 
Pizza Hut III
Sterling
CO
Sep. 2023
(13)
280 
652 
— 
— 
932 
26 
Fresenius V
Brookhaven
MS
Sep. 2023
(13)
500 
1,106 
— 
— 
1,606 
44 
Fresenius V
Centreville
MS
Sep. 2023
(13)
190 
458 
— 
— 
648 
18 
Fresenius VI
Chicago
IL
Sep. 2023
(13)
430 
1,048 
— 
— 
1,478 
41 
Mountain Express VI
Smackover
AR
Sep. 2023
(13)
400 
1,366 
— 
— 
1,766 
57 
Fresenius VII
Athens
TX
Sep. 2023
(13)
1,320 
3,122 
— 
— 
4,442 
125 
Fresenius VII
Idabel
OK
Sep. 2023
(13)
610 
1,734 
— 
— 
2,344 
67 
Fresenius VII
Tyler
TX
Sep. 2023
(13)
490 
1,191 
— 
— 
1,681 
48 
Caliber Collision II
Pueblo
CO
Sep. 2023
(13)
680 
1,747 
— 
— 
2,427 
69 
Dollar General XXV
Brownsville
KY
Sep. 2023
(13)
270 
662 
— 
— 
932 
26 
Dollar General XXV
Custer
KY
Sep. 2023
(13)
200 
522 
— 
— 
722 
21 
Dollar General XXV
Elkton
KY
Sep. 2023
(13)
260 
448 
— 
— 
708 
18 
Dollar General XXV
Falls of Rough
KY
Sep. 2023
(13)
230 
484 
— 
— 
714 
19 
(2)(3)
(4)(5)
F-79

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Dollar General XXV
Sedalia
KY
Sep. 2023
(13)
220 
551 
— 
— 
771 
22 
Dollar General XXIV
Clarksville
IA
Sep. 2023
(13)
290 
733 
— 
— 
1,023 
29 
Dollar General XXIV
Lincoln
MI
Sep. 2023
(13)
310 
797 
— 
— 
1,107 
31 
Dollar General XXIV
Tabor
IA
Sep. 2023
(12)
310 
702 
— 
— 
1,012 
28 
Dollar General XXIV
Assumption
IL
Sep. 2023
(12)
300 
721 
— 
— 
1,021 
28 
Dollar General XXIV
Curtis
MI
Sep. 2023
(13)
300 
732 
— 
— 
1,032 
29 
Dollar General XXIV
Harrisville
MI
Sep. 2023
(12)
340 
838 
— 
— 
1,178 
33 
Dollar General XXIV
Mora
MN
Sep. 2023
(12)
340 
826 
— 
— 
1,166 
32 
Dollar General XXIV
Washburn
IL
Sep. 2023
(12)
290 
678 
— 
— 
968 
27 
DaVita III
El Paso
TX
Sep. 2023
(13)
760 
1,816 
— 
— 
2,576 
72 
Dialysis II
Baltimore
MD
Sep. 2023
(13)
440 
962 
— 
— 
1,402 
38 
Dialysis II
Brunswick
OH
Sep. 2023
(13)
720 
1,847 
— 
— 
2,567 
72 
Dialysis II
Burgaw
NC
Sep. 2023
(13)
350 
863 
— 
— 
1,213 
34 
Dialysis II
Detroit
MI
Sep. 2023
(13)
630 
1,580 
— 
— 
2,210 
62 
Dialysis II
Elizabethtown
NC
Sep. 2023
(13)
540 
1,396 
— 
— 
1,936 
55 
Dialysis II
Goose Creek
SC
Sep. 2023
(13)
510 
1,305 
— 
— 
1,815 
51 
Dialysis II
Greenville
SC
Sep. 2023
(13)
530 
1,310 
— 
— 
1,840 
52 
Dialysis II
Jackson
TN
Sep. 2023
(13)
340 
814 
— 
— 
1,154 
32 
Dialysis II
Kyle
TX
Sep. 2023
(13)
690 
1,630 
— 
— 
2,320 
65 
Dialysis II
Las Vegas
NV
Sep. 2023
(13)
1,230 
3,227 
— 
— 
4,457 
126 
Dialysis II
Lexington
TN
Sep. 2023
(13)
320 
795 
— 
— 
1,115 
31 
Dialysis II
Merrillville
IN
Sep. 2023
(13)
480 
1,120 
— 
— 
1,600 
44 
Dialysis II
New Orleans
LA
Sep. 2023
(13)
490 
1,122 
— 
— 
1,612 
44 
Dialysis II
North Charleston
SC
Sep. 2023
(13)
510 
1,323 
— 
— 
1,833 
52 
Dialysis II
Parma
OH
Sep. 2023
(13)
400 
1,013 
— 
— 
1,413 
47 
Dialysis II
Rocky River
OH
Sep. 2023
(13)
570 
1,476 
— 
— 
2,046 
58 
Dialysis II
Seguin
TX
Sep. 2023
(13)
490 
1,273 
— 
— 
1,763 
50 
Dialysis II
Shallotte
NC
Sep. 2023
(13)
350 
870 
— 
— 
1,220 
34 
Dialysis II
Spartanburg
SC
Sep. 2023
(13)
380 
843 
— 
— 
1,223 
34 
Dialysis II
Albuquerque
NM
Sep. 2023
(13)
730 
1,481 
— 
— 
2,211 
55 
Dialysis II
Anchorage
AK
Sep. 2023
(13)
1,130 
2,851 
— 
— 
3,981 
112 
Dialysis II
Anniston
AL
Sep. 2023
(13)
940 
2,172 
— 
— 
3,112 
85 
Dialysis II
Durham
NC
Sep. 2023
(13)
570 
1,517 
— 
— 
2,087 
59 
Dialysis II
Etters
PA
Sep. 2023
(13)
900 
2,237 
— 
— 
3,137 
88 
Dialysis II
Hopkinsville
KY
Sep. 2023
(13)
740 
1,802 
— 
— 
2,542 
71 
Dialysis II
Mentor
OH
Sep. 2023
(13)
490 
1,098 
— 
— 
1,588 
44 
(2)(3)
(4)(5)
F-80

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Dialysis II
Radcliff
KY
Sep. 2023
(13)
680 
1,693 
— 
— 
2,373 
67 
Dialysis II
River Forest
IL
Sep. 2023
(13)
1,120 
2,824 
— 
— 
3,944 
111 
Dialysis II
Roanoke
VA
Sep. 2023
(13)
610 
1,454 
— 
— 
2,064 
57 
Dialysis II
Salem
VA
Sep. 2023
(13)
570 
1,375 
— 
— 
1,945 
54 
Dialysis II
Sarasota
FL
Sep. 2023
(13)
680 
1,646 
— 
— 
2,326 
65 
Dialysis II
Summerville
SC
Sep. 2023
(13)
550 
1,353 
— 
— 
1,903 
54 
Dialysis II
Anderson
IN
Sep. 2023
(13)
460 
1,167 
— 
— 
1,627 
46 
Dollar General XXIV
Potomac
IL
Sep. 2023
(12)
310 
765 
— 
— 
1,075 
30 
Advance Auto IV
Burlington
WI
Sep. 2023
(13)
320 
815 
— 
— 
1,135 
32 
Advance Auto IV
Greenville
OH
Sep. 2023
(13)
160 
395 
— 
— 
555 
16 
Advance Auto IV
Huntingdon
PA
Sep. 2023
(13)
180 
438 
— 
— 
618 
17 
Advance Auto IV
Marshfield
WI
Sep. 2023
(13)
300 
762 
— 
— 
1,062 
30 
Advance Auto IV
Piqua
OH
Sep. 2023
(13)
180 
427 
— 
— 
607 
17 
Advance Auto IV
Selma
AL
Sep. 2023
(13)
180 
389 
— 
— 
569 
16 
Advance Auto IV
Tomah
WI
Sep. 2023
(13)
270 
686 
— 
— 
956 
27 
Advance Auto IV
Waynesboro
PA
Sep. 2023
(13)
240 
551 
— 
— 
791 
22 
Advance Auto IV
Waynesburg
PA
Sep. 2023
(13)
210 
508 
— 
— 
718 
20 
Advance Auto V
Cedar Grove
WV
Sep. 2023
(13)
200 
529 
— 
— 
729 
21 
Advance Auto V
Danville
WV
Sep. 2023
(13)
190 
467 
— 
— 
657 
18 
Advance Auto V
Greenup
KY
Sep. 2023
(13)
170 
487 
— 
— 
657 
21 
Advance Auto V
Hamlin
WV
Sep. 2023
(13)
190 
452 
— 
— 
642 
18 
Advance Auto V
Milton
WV
Sep. 2023
(13)
190 
515 
— 
— 
705 
20 
Advance Auto V
Moundsville
WV
Sep. 2023
(13)
430 
1,114 
— 
— 
1,544 
43 
Advance Auto V
Point Pleasant
WV
Sep. 2023
(13)
190 
512 
— 
— 
702 
20 
Advance Auto V
Sissonville
WV
Sep. 2023
(13)
270 
653 
— 
— 
923 
26 
Advance Auto V
South Williamson
KY
Sep. 2023
(13)
240 
722 
— 
— 
962 
31 
Advance Auto V
Wellsburg
WV
Sep. 2023
(13)
160 
419 
— 
— 
579 
16 
Advance Auto V
West Charleston
WV
Sep. 2023
(13)
220 
569 
— 
— 
789 
22 
Advance Auto IV
Indianapolis
IN
Sep. 2023
(13)
190 
464 
— 
— 
654 
18 
Advance Auto IV
Menomonie
WI
Sep. 2023
(13)
250 
627 
— 
— 
877 
25 
Advance Auto IV
Montgomery
AL
Sep. 2023
(13)
220 
480 
— 
— 
700 
19 
Advance Auto IV
Springfield
OH
Sep. 2023
(13)
180 
427 
— 
— 
607 
17 
Dollar General XXVI
Brooks
GA
Sep. 2023
(12)
270 
692 
— 
— 
962 
27 
Dollar General XXVI
Daleville
AL
Sep. 2023
(12)
230 
534 
— 
— 
764 
21 
Dollar General XXVI
East Brewton
AL
Sep. 2023
(12)
240 
576 
— 
— 
816 
23 
Dollar General XXVI
LaGrange
GA
Sep. 2023
(12)
270 
740 
— 
— 
1,010 
29 
(2)(3)
(4)(5)
F-81

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Dollar General XXVI
LaGrange
GA
Sep. 2023
(12)
320 
801 
— 
— 
1,121 
31 
Dollar General XXVI
Madisonville
TN
Sep. 2023
(12)
310 
831 
— 
— 
1,141 
32 
Dollar General XXVI
Maryville
TN
Sep. 2023
(12)
270 
750 
— 
— 
1,020 
29 
Dollar General XXVI
Mobile
AL
Sep. 2023
(12)
290 
691 
— 
— 
981 
27 
Dollar General XXVI
Newport
TN
Sep. 2023
(12)
270 
673 
— 
— 
943 
26 
Dollar General XXVI
Robertsdale
AL
Sep. 2023
(12)
390 
975 
— 
— 
1,365 
38 
Dollar General XXVI
Valley
AL
Sep. 2023
(12)
260 
591 
— 
— 
851 
23 
Dollar General XXVI
Wetumpka
AL
Sep. 2023
(12)
320 
811 
— 
— 
1,131 
32 
Pizza Hut IV
Harrisburg
IL
Sep. 2023
(12)
130 
300 
— 
— 
430 
12 
Advance Auto IV
Oconomowoc
WI
Sep. 2023
(13)
310 
776 
— 
— 
1,086 
31 
IMTAA
Reserve
LA
Sep. 2023
(13)
740 
1,215 
— 
— 
1,955 
52 
Pizza Hut IV
Sylva
NC
Sep. 2023
(12)
160 
380 
— 
— 
540 
15 
DaVita III
Humble
TX
Sep. 2023
520 
1,255 
— 
— 
1,775 
50 
American Car Center I
Charleston
SC
Sep. 2023
(12)
280 
685 
— 
— 
965 
27 
BJ's
Middleburg Height
OH
Sep. 2023
(12)
2,270 
6,428 
— 
— 
8,698 
341 
Mammoth
Austell
GA
Sep. 2023
(12)
700 
1,896 
— 
— 
2,596 
74 
Mammoth
Dalton
GA
Sep. 2023
(12)
840 
2,248 
— 
— 
3,088 
88 
Mammoth
Mobile
AL
Sep. 2023
(12)
600 
1,606 
— 
— 
2,206 
63 
Mammoth
Murray
KY
Sep. 2023
(12)
1,030 
2,753 
— 
— 
3,783 
108 
Mammoth
Paducah
KY
Sep. 2023
(12)
630 
1,663 
— 
— 
2,293 
65 
Mammoth
Paducah
KY
Sep. 2023
(12)
260 
656 
— 
— 
916 
26 
Mammoth
Springville
UT
Sep. 2023
(12)
1,080 
2,748 
— 
— 
3,828 
108 
Mammoth
Stockbridge
GA
Sep. 2023
(12)
720 
1,978 
— 
— 
2,698 
77 
Mammoth
Suwanee
GA
Sep. 2023
(12)
1,040 
2,820 
— 
— 
3,860 
110 
Mammoth
Spanish Fork
UT
Sep. 2023
(12)
1,650 
4,387 
— 
— 
6,037 
172 
Mammoth
Lawrenceville
GA
Sep. 2023
(12)
890 
2,380 
— 
— 
3,270 
93 
DaVita IV
Flint
MI
Sep. 2023
360 
809 
— 
— 
1,169 
32 
GPM
Niles
MI
Sep. 2023
(12)
220 
586 
— 
— 
806 
23 
GPM
Allendale
MI
Sep. 2023
(12)
530 
1,377 
— 
— 
1,907 
54 
GPM
Alma
MI
Sep. 2023
(12)
270 
716 
— 
— 
986 
28 
GPM
Bay City
MI
Sep. 2023
(12)
270 
701 
— 
— 
971 
27 
GPM
Big Rapids
MI
Sep. 2023
(12)
370 
990 
— 
— 
1,360 
39 
GPM
Big Rapids
MI
Sep. 2023
(12)
280 
730 
— 
— 
1,010 
29 
GPM
Caro
MI
Sep. 2023
(12)
200 
450 
— 
— 
650 
18 
GPM
Chesaning
MI
Sep. 2023
(12)
380 
1,039 
— 
— 
1,419 
41 
GPM
Coopersville
MI
Sep. 2023
(12)
170 
310 
— 
— 
480 
13 
(2)(3)
(4)(5)
F-82

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
GPM
East Lansing
MI
Sep. 2023
(12)
250 
678 
— 
— 
928 
26 
GPM
Escanaba
MI
Sep. 2023
(12)
600 
1,625 
— 
— 
2,225 
63 
GPM
Essexville
MI
Sep. 2023
(12)
80 
203 
— 
— 
283 
8 
GPM
Flint
MI
Sep. 2023
(12)
240 
549 
— 
— 
789 
22 
GPM
Grand Rapids
MI
Sep. 2023
(12)
220 
588 
— 
— 
808 
23 
GPM
Ionia
MI
Sep. 2023
(12)
300 
758 
— 
— 
1,058 
30 
GPM
Lansing
MI
Sep. 2023
(12)
290 
747 
— 
— 
1,037 
29 
GPM
Lansing
MI
Sep. 2023
(12)
190 
482 
— 
— 
672 
19 
GPM
Lowell
MI
Sep. 2023
(12)
390 
1,024 
— 
— 
1,414 
40 
GPM
Muskegon
MI
Sep. 2023
(12)
190 
485 
— 
— 
675 
19 
GPM
Niles
MI
Sep. 2023
(12)
240 
589 
— 
— 
829 
23 
GPM
Plainwell
MI
Sep. 2023
(12)
260 
688 
— 
— 
948 
27 
GPM
Portage
MI
Sep. 2023
(12)
210 
473 
— 
— 
683 
19 
GPM
Saginaw
MI
Sep. 2023
(12)
310 
813 
— 
— 
1,123 
32 
GPM
Sault Ste Marie
MI
Sep. 2023
(12)
190 
452 
— 
— 
642 
18 
GPM
Spring Lake
MI
Sep. 2023
(12)
460 
1,193 
— 
— 
1,653 
47 
GPM
Walker
MI
Sep. 2023
(12)
250 
624 
— 
— 
874 
25 
GPM
West Lafayette
IN
Sep. 2023
(12)
250 
672 
— 
— 
922 
26 
GPM
Whitehall
MI
Sep. 2023
(12)
190 
484 
— 
— 
674 
19 
GPM
Wyoming
MI
Sep. 2023
(12)
290 
750 
— 
— 
1,040 
29 
GPM
Wyoming
MI
Sep. 2023
(12)
160 
337 
— 
— 
497 
14 
IMTAA II
Grand Prairie
TX
Sep. 2023
(12)
850 
1,533 
— 
— 
2,383 
64 
IMTAA II
New Orleans
LA
Sep. 2023
(12)
840 
1,518 
— 
— 
2,358 
64 
IMTAA II
Chickasha
OK
Sep. 2023
(12)
870 
1,444 
— 
— 
2,314 
61 
IMTAA II
Chickasha
OK
Sep. 2023
(12)
830 
1,517 
— 
— 
2,347 
64 
IMTAA II
Gulfport
MS
Sep. 2023
(12)
490 
846 
— 
— 
1,336 
36 
IMTAA II
Gulfport
MS
Sep. 2023
(12)
720 
1,352 
— 
— 
2,072 
57 
Fresenius IX
Newton
MS
Sep. 2023
(12)
750 
1,892 
— 
— 
2,642 
75 
Fresenius IX
Port Gibson
MS
Sep. 2023
(12)
330 
780 
— 
— 
1,110 
31 
IMTAA II
Addis
LA
Sep. 2023
(12)
540 
881 
— 
— 
1,421 
38 
IMTAA II
Picayune
MS
Sep. 2023
(12)
760 
1,334 
— 
— 
2,094 
56 
IMTAA II
Lake Charles
LA
Sep. 2023
(12)
520 
983 
— 
— 
1,503 
41 
IMTAA II
Lake Charles
LA
Sep. 2023
(12)
550 
954 
— 
— 
1,504 
40 
Kamla Kaur
Albion
IL
Sep. 2023
(12)
130 
321 
— 
— 
451 
13 
Kamla Kaur
Central City
IL
Sep. 2023
(12)
750 
1,905 
— 
— 
2,655 
75 
Kamla Kaur
Cisne
IL
Sep. 2023
(12)
340 
887 
— 
— 
1,227 
35 
(2)(3)
(4)(5)
F-83

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Kamla Kaur
Harrisburg
IL
Sep. 2023
(12)
270 
669 
— 
— 
939 
26 
Kamla Kaur
Metropolis
IL
Sep. 2023
(12)
340 
829 
— 
— 
1,169 
33 
Kamla Kaur
Pickneyville
IL
Sep. 2023
(12)
420 
1,079 
— 
— 
1,499 
42 
Kamla Kaur
Salem
IL
Sep. 2023
(12)
80 
208 
— 
— 
288 
8 
Kamla Kaur
Stewardson
IL
Sep. 2023
(12)
130 
299 
— 
— 
429 
12 
Kamla Kaur
Wayne City
IL
Sep. 2023
(12)
330 
831 
— 
— 
1,161 
33 
Kamla Kaur
Xenia
IL
Sep. 2023
(12)
130 
303 
— 
— 
433 
12 
Dialysis III
Andrews
SC
Sep. 2023
(12)
220 
547 
— 
— 
767 
22 
Dialysis III
Batesburg
SC
Sep. 2023
(12)
310 
799 
— 
— 
1,109 
31 
Dialysis III
Florence
SC
Sep. 2023
(12)
640 
1,535 
— 
— 
2,175 
61 
Dialysis III
Florence
SC
Sep. 2023
(12)
780 
1,877 
— 
— 
2,657 
74 
Dialysis III
Fort Lawn
SC
Sep. 2023
(12)
500 
1,295 
— 
— 
1,795 
51 
Dialysis III
Fountain Inn
SC
Sep. 2023
(12)
310 
805 
— 
— 
1,115 
31 
Dialysis III
Johnsonville
SC
Sep. 2023
(12)
270 
620 
— 
— 
890 
25 
Dialysis III
Kingstree
SC
Sep. 2023
(12)
650 
1,650 
— 
— 
2,300 
65 
Dialysis III
Lugoff
SC
Sep. 2023
(12)
310 
765 
— 
— 
1,075 
30 
Dialysis III
Manning
SC
Sep. 2023
(12)
310 
762 
— 
— 
1,072 
30 
Dialysis III
Myrtle Beach
SC
Sep. 2023
(12)
530 
1,422 
— 
— 
1,952 
56 
National Convenience
Distributors
 Chicopee
 MA
Sep. 2023
4,110 
8,326 
— 
— 
12,436 
368 
National Convenience
Distributors
 Chicopee
 MA
Sep. 2023
1,630 
3,496 
— 
— 
5,126 
155 
National Convenience
Distributors
 Chicopee
 MA
Sep. 2023
170 
427 
— 
— 
597 
18 
National Convenience
Distributors
 Chicopee
 MA
Sep. 2023
1,660 
3,414 
— 
— 
5,074 
153 
National Convenience
Distributors
 Chicopee
 MA
Sep. 2023
1,380 
3,256 
— 
— 
4,636 
142 
Advance Auto VI
 Columbus
 OH
Sep. 2023
(12)
260 
699 
— 
— 
959 
27 
Advance Auto VI
 Sandusky
 MI
Sep. 2023
(12)
290 
743 
— 
— 
1,033 
29 
Dollar General XXVII
 Buffalo
 WV
Sep. 2023
230 
284 
— 
— 
514 
12 
Dollar General XXVII
 Clendenin
 WV
Sep. 2023
160 
444 
— 
— 
604 
18 
Dollar General XXVII
 Elizabeth
 WV
Sep. 2023
(12)
240 
340 
— 
— 
580 
14 
Dollar General XXVII
 Gassaway
 WV
Sep. 2023
280 
317 
— 
— 
597 
13 
Dollar General XXVII
 Glenville
 WV
Sep. 2023
(12)
380 
558 
— 
— 
938 
23 
Dollar General XXVII
 Middlebourne
 WV
Sep. 2023
(12)
190 
249 
— 
— 
439 
10 
Dollar General XXVII
 Mt. Hope
 WV
Sep. 2023
(12)
170 
419 
— 
— 
589 
16 
Dollar General XXVII
 Parkersburg
 WV
Sep. 2023
(12)
410 
540 
— 
— 
950 
22 
Dollar General XXVII
 Parkersburg
 WV
Sep. 2023
(12)
390 
552 
— 
— 
942 
23 
Dollar General XXVII
 Pennsboro
 WV
Sep. 2023
(12)
330 
507 
— 
— 
837 
21 
Dollar General XXVII
 Point Pleasant
 WV
Sep. 2023
(12)
620 
794 
— 
— 
1,414 
33 
(2)(3)
(4)(5)
F-84

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Dollar General XXVII
 Sophia
 WV
Sep. 2023
(12)
340 
434 
— 
— 
774 
18 
Dollar General XXVII
 St. Mary's
 WV
Sep. 2023
(12)
260 
297 
— 
— 
557 
13 
Dollar General XXVII
 Sutton
 WV
Sep. 2023
230 
253 
— 
— 
483 
11 
Dollar General XXVII
 Vienna
 WV
Sep. 2023
(12)
390 
673 
— 
— 
1,063 
27 
Pick N' Save
 Franklin
 WI
Sep. 2023
(12)
1,810 
5,988 
— 
— 
7,798 
230 
Dollar General XXVII
 New Haven
 WV
Sep. 2023
(12)
280 
354 
— 
— 
634 
14 
Tidal Wave I
 Camden
 SC
Sep. 2023
(12)
1,270 
2,736 
— 
— 
4,006 
108 
Tidal Wave I
 Columbus
 GA
Sep. 2023
(12)
1,030 
2,821 
— 
— 
3,851 
110 
Tidal Wave I
 Fayetteville
 NC
Sep. 2023
(12)
1,040 
2,812 
— 
— 
3,852 
110 
Tidal Wave I
 Guntersville
 AL
Sep. 2023
(12)
1,090 
2,921 
— 
— 
4,011 
114 
Tidal Wave I
 Hinesville
 GA
Sep. 2023
(12)
1,160 
2,855 
— 
— 
4,015 
112 
Tidal Wave I
 Macon
 GA
Sep. 2023
(12)
1,050 
2,804 
— 
— 
3,854 
109 
Tidal Wave I
 Marietta
 GA
Sep. 2023
(12)
880 
2,975 
— 
— 
3,855 
115 
Tidal Wave I
 Milledgeville
 GA
Sep. 2023
(12)
1,130 
2,730 
— 
— 
3,860 
107 
Tidal Wave I
 Moultrie
 GA
Sep. 2023
(12)
1,090 
2,928 
— 
— 
4,018 
114 
Tidal Wave I
 Overland Park
 KS
Sep. 2023
(12)
1,150 
2,702 
— 
— 
3,852 
106 
Tidal Wave I
 Warner Robins
 GA
Sep. 2023
(12)
1,070 
2,789 
— 
— 
3,859 
109 
Imperial Reliance
 Coffeyville
 KS
Sep. 2023
(12)
315 
723 
— 
— 
1,038 
29 
Imperial Reliance
 Coffeyville
 KS
Sep. 2023
(12)
270 
713 
— 
— 
983 
28 
Aaron's II
 DeRidder
 LA
Sep. 2023
240 
755 
— 
— 
995 
30 
Aaron's II
 Buffalo
 NY
Sep. 2023
(12)
230 
515 
— 
— 
745 
21 
Aaron's II
 Buffalo
 NY
Sep. 2023
(12)
310 
363 
— 
— 
673 
15 
Aaron's II
 East Hartford
 CT
Sep. 2023
(12)
240 
368 
— 
— 
608 
15 
Aaron's II
 Elmira
 NY
Sep. 2023
170 
374 
— 
— 
544 
15 
Aaron's II
 Geneva
 NY
Sep. 2023
150 
355 
— 
— 
505 
14 
Aaron's II
 Lawrence
 MA
Sep. 2023
(12)
210 
663 
— 
— 
873 
26 
Aaron's II
 Presque Isle
 ME
Sep. 2023
230 
472 
— 
— 
702 
19 
Aaron's II
 Rutland
 VT
Sep. 2023
230 
453 
— 
— 
683 
19 
Aaron's II
 Springfield
 MA
Sep. 2023
(12)
220 
517 
— 
— 
737 
21 
Aaron's II
 Syracuse
 NY
Sep. 2023
180 
253 
— 
— 
433 
10 
Aaron's II
 Syracuse
 NY
Sep. 2023
170 
212 
— 
— 
382 
9 
Aaron's II
 Tonawanda
 NY
Sep. 2023
(12)
230 
329 
— 
— 
559 
14 
Aaron's II
 Waterbury
 CT
Sep. 2023
(12)
210 
687 
— 
— 
897 
27 
Tidal Wave I
 Mission
 KS
Sep. 2023
(12)
1,370 
2,905 
— 
— 
4,275 
117 
Tidal Wave I
 Pace
 FL
Sep. 2023
(12)
1,540 
2,768 
— 
— 
4,308 
113 
Dollar General XXVII
 Matewan
 WV
Sep. 2023
(12)
100 
227 
— 
— 
327 
9 
(2)(3)
(4)(5)
F-85

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Aaron's II
 Oxford
 ME
Sep. 2023
290 
378 
— 
— 
668 
16 
Tidal Wave I
 Kansas City
 KS
Sep. 2023
(12)
1,310 
3,509 
— 
— 
4,819 
137 
Heritage I
 Bellevue
 MI
Sep. 2023
(12)
110 
211 
— 
— 
321 
9 
Heritage I
 Cleveland
 OH
Sep. 2023
(12)
150 
347 
— 
— 
497 
14 
Heritage I
 Homer
 MI
Sep. 2023
(12)
110 
255 
— 
— 
365 
10 
Heritage I
 Louisville
 KY
Sep. 2023
(12)
960 
2,472 
— 
— 
3,432 
97 
Heritage I
 Marshall
 MI
Sep. 2023
(12)
820 
2,737 
— 
— 
3,557 
107 
Fidelity I
 Chillocothe
 MO
Sep. 2023
(12)
770 
1,717 
— 
— 
2,487 
68 
Fidelity I
 Columbus
 OH
Sep. 2023
(12)
210 
313 
— 
— 
523 
13 
Fidelity I
 Marion
 OH
Sep. 2023
(12)
70 
143 
— 
— 
213 
6 
Fidelity I
 Savannah
 GA
Sep. 2023
(12)
320 
420 
— 
— 
740 
17 
Fidelity I
 Savannah
 GA
Sep. 2023
(12)
460 
1,028 
— 
— 
1,488 
41 
Fidelity I
 Savannah
 GA
Sep. 2023
(12)
750 
1,046 
— 
— 
1,796 
43 
BJ's Wholesale Club II
 Batavia
NY
Sep. 2023
(12)
1,600 
4,344 
— 
— 
5,944 
172 
McCain Plaza
 Little Rock
AR
Sep. 2023
9,357 
18,912 
— 
— 
28,269 
867 
Heritage I
 Battle Creek
MI
Sep. 2023
(12)
230 
708 
— 
— 
938 
28 
Plaza San Mateo
 Albuquerque
NM
Sep. 2023
1,617 
6,894 
— 
26 
8,537 
269 
Ventura Place
 Albuquerque
NM
Sep. 2023
(16)
2,365 
6,934 
— 
— 
9,299 
267 
Fairlane Green
 Allen Park
MI
Sep. 2023
1,922 
9,487 
— 
252 
11,661 
466 
Melody Mountain
 Ashland
KY
Sep. 2023
907 
6,117 
— 
— 
7,024 
233 
MattressFirm & Kay Jewelers
 Ashtabula
OH
Sep. 2023
196 
1,354 
— 
— 
1,550 
53 
Beaver Creek Shopping Center
 Beavercreek
OH
Sep. 2023
5,265 
19,678 
— 
— 
24,943 
738 
Shoppes of Gary Farms
 Bowling Green
KY
Sep. 2023
1,495 
12,016 
— 
— 
13,511 
489 
Fountain Square
 Brookfield
WI
Sep. 2023
4,085 
15,323 
— 
— 
19,408 
609 
Carlisle Crossing
 Carlisle
PA
Sep. 2023
(16)
4,919 
9,955 
— 
— 
14,874 
524 
Market at Clifty Crossing
 Columbus
IN
Sep. 2023
2,473 
14,343 
— 
149 
16,965 
545 
The Market at Polaris
 Columbus
OH
Sep. 2023
2,285 
10,234 
— 
— 
12,519 
424 
Darien Towne Centre
 Darien
IL
Sep. 2023
3,236 
12,973 
— 
— 
16,209 
507 
Derby Marketplace
 Derby
KS
Sep. 2023
(16)
1,755 
5,364 
— 
— 
7,119 
226 
Mattress Firm & Panera Bread
 Elyria
OH
Sep. 2023
(16)
1,336 
1,483 
— 
— 
2,819 
74 
Enid Crossing
 Enid
OK
Sep. 2023
457 
2,696 
— 
— 
3,153 
119 
Evergreen Marketplace
 Evergreen Park
IL
Sep. 2023
(16)
856 
5,158 
— 
— 
6,014 
203 
Turfway Crossing
 Florence
KY
Sep. 2023
2,655 
6,993 
— 
— 
9,648 
285 
FreshThyme & DSW
 Fort Wayne
IN
Sep. 2023
(16)
900 
3,627 
— 
— 
4,527 
140 
Crosspoint Shopping Center
 Hagerstown
MD
Sep. 2023
5,311 
9,812 
— 
— 
15,123 
529 
Rolling Acres
 Lady Lake
FL
Sep. 2023
4,644 
19,912 
— 
— 
24,556 
854 
(2)(3)
(4)(5)
F-86

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
Crossroads Annex
 Lafayette
LA
Sep. 2023
(16)
1,153 
4,167 
— 
— 
5,320 
182 
Tellico Village
 Loudon
TN
Sep. 2023
(16)
226 
4,748 
— 
— 
4,974 
196 
University Marketplace
 Marion
IN
Sep. 2023
1,257 
3,559 
— 
— 
4,816 
156 
Pecanland Plaza
 Monroe
LA
Sep. 2023
1,640 
12,192 
— 
— 
13,832 
496 
Mattress Firm & Five Guys
 Muskegon
MI
Sep. 2023
254 
1,778 
— 
— 
2,032 
75 
Dick's PetSmart Center
 Oshkosh
WI
Sep. 2023
719 
4,640 
— 
— 
5,359 
181 
Owensboro Town Center
 Owensboro
KY
Sep. 2023
(16)
2,172 
15,704 
— 
— 
17,876 
619 
Plainfield Marketplace
 Plainfield
IL
Sep. 2023
1,748 
10,648 
— 
— 
12,396 
425 
Crossroads Commons
 Plover
WI
Sep. 2023
500 
2,950 
— 
— 
3,450 
117 
Triangle Town Place
 Raleigh
NC
Sep. 2023
3,735 
23,188 
— 
2 
26,925 
774 
PetSmart & Old Navy
 Reynoldsburg
OH
Sep. 2023
(16)
702 
3,198 
— 
— 
3,900 
134 
Summerfield Crossing
 Riverview
FL
Sep. 2023
4,807 
4,563 
— 
— 
9,370 
224 
Sutters Creek
 Rocky Mount
NC
Sep. 2023
(16)
1,837 
1,931 
— 
— 
3,768 
87 
Shoe Carnival & Buffalo Wild
Wings
 Salina
KS
Sep. 2023
580 
1,564 
— 
— 
2,144 
70 
Lord Salisbury Center
 Salisbury
MD
Sep. 2023
(16)
2,317 
7,953 
— 
— 
10,270 
332 
Wallace Commons II
 Salisbury
NC
Sep. 2023
3,074 
3,837 
— 
— 
6,911 
176 
Southwest Plaza
 Springfield
IL
Sep. 2023
7,109 
12,818 
— 
— 
19,927 
679 
Shoppes at Stroud
 Stroud Township
PA
Sep. 2023
3,021 
16,205 
— 
— 
19,226 
708 
Nordstrom Rack
 Tampa
FL
Sep. 2023
(16)
6,683 
4,930 
— 
— 
11,613 
181 
Mattress Firm & Aspen Dental
 Vienna
WV
Sep. 2023
503 
1,907 
— 
— 
2,410 
69 
Cottonwood Commons
 Albuquerque
NM
Sep. 2023
5,561 
19,229 
— 
74 
24,864 
793 
Target Center
 Columbia
SC
Sep. 2023
3,481 
5,062 
— 
— 
8,543 
208 
North Lake Square
 Gainesville
GA
Sep. 2023
(16)
2,365 
15,597 
— 
— 
17,962 
665 
Houma Crossing
 Houma
LA
Sep. 2023
(16)
3,149 
11,407 
— 
— 
14,556 
501 
Western Crossing
 Jacksonville
NC
Sep. 2023
4,353 
4,738 
— 
— 
9,091 
205 
Lafayette Pavilion
 Lafayette
IN
Sep. 2023
6,282 
34,371 
— 
— 
40,653 
1,410 
Lawton Marketplace
 Lawton
OK
Sep. 2023
(16)
3,394 
19,826 
— 
— 
23,220 
1,101 
Fourth Creek Landing
 Statesville
NC
Sep. 2023
1,969 
4,278 
— 
— 
6,247 
174 
The Center at Hobbs Brook
 Sturbridge
MA
Sep. 2023
3,213 
17,186 
— 
— 
20,399 
769 
Almeda Crossing
 Houston
TX
Sep. 2023
3,819 
14,133 
— 
— 
17,952 
593 
Boston Commons
 Springfield
MA
Sep. 2023
959 
2,082 
— 
— 
3,041 
113 
Walgreens
 Huntsville
AL
Sep. 2023
(12)
1,280 
3,176 
— 
— 
4,456 
125 
Terrell Mill Village
 Marietta
GA
Sep. 2023
(16)
6,591 
5,884 
— 
— 
12,475 
265 
Wallace Commons
 Salisbury
NC
Sep. 2023
(16)
2,514 
5,535 
— 
— 
8,049 
230 
Academy Sports
 Valdosta
GA
Sep. 2023
(12)
2,650 
5,494 
— 
— 
8,144 
220 
(2)(3)
(4)(5)
F-87

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
  
 
 
 
Initial Costs
Changes Subsequent to Acquisition  
 
Portfolio
City
U.S.
State/Territory or
Country
Acquisition
Date
Encumbrances at
December 31, 2024 (1)
Land
Building and
Improvements
Land
Building and
Improvements
Gross Amount at
December 31,
2023 
Accumulated
Depreciation 
The Marquis
 Williamsburg
VA
Sep. 2023
2,256 
6,472 
— 
— 
8,728 
257 
Albany Square
 Albany
GA
Sep. 2023
1,754 
3,206 
— 
— 
4,960 
137 
Waterford Park South
 Clarksville
IN
Sep. 2023
(16)
1,024 
6,759 
— 
— 
7,783 
301 
Coventry Crossing
 Coventry
RI
Sep. 2023
1,053 
3,126 
— 
— 
4,179 
150 
Fresh Market Center
 Glen Ellyn
IL
Sep. 2023
948 
2,535 
— 
— 
3,483 
116 
Parkway Centre South
 Grove City
OH
Sep. 2023
(16)
4,038 
15,912 
— 
— 
19,950 
679 
The Ridge at Turtle Creek
 Hattiesburg
MS
Sep. 2023
(16)
1,679 
6,702 
— 
— 
8,381 
270 
Stoneridge Village
 Jefferson City
MO
Sep. 2023
(16)
958 
7,274 
— 
— 
8,232 
406 
Harbor Town Center
 Manitowoc
WI
Sep. 2023
(16)
1,195 
8,687 
— 
— 
9,882 
346 
Morganton Heights
 Morganton
NC
Sep. 2023
3,467 
25,854 
— 
— 
29,321 
1,114 
Tire Kingdom & Starbucks
 Mt. Pleasant
SC
Sep. 2023
1,287 
2,772 
— 
— 
4,059 
107 
Walgreens & Key Bank
 Newburgh
NY
Sep. 2023
967 
5,282 
— 
— 
6,249 
209 
Bed Bath Beyond Golfsmith
 Schaumburg
IL
Sep. 2023
1,172 
5,942 
— 
— 
7,114 
228 
Springfield Commons
 Springfield
OH
Sep. 2023
215 
1,843 
— 
— 
2,058 
64 
Walmart Neighborhood Market
 Summerville
SC
Sep. 2023
(16)
1,249 
2,959 
— 
— 
4,208 
159 
Imperial Reliance III
 Fort Atkinson
WI
Sep. 2023
460 
1,036 
— 
— 
1,496 
41 
Imperial Reliance III
 Lake Mills
WI
Sep. 2023
500 
1,404 
— 
— 
1,904 
55 
Imperial Reliance III
 Lake Mills
WI
Sep. 2023
680 
1,092 
— 
— 
1,772 
44 
Imperial Reliance III
 Madison
WI
Sep. 2023
680 
1,498 
— 
— 
2,178 
59 
Imperial Reliance III
 McFarland
WI
Sep. 2023
500 
1,340 
— 
— 
1,840 
52 
Imperial Reliance III
 McFarland
WI
Sep. 2023
910 
1,239 
— 
— 
2,149 
51 
Imperial Reliance III
 Waterloo
WI
Sep. 2023
530 
1,343 
— 
— 
1,873 
53 
Imperial Reliance III
 Deerfield
WI
Sep. 2023
520 
1,281 
— 
— 
1,801 
50 
McGowin Park
 Mobile
AL
Sep. 2023
8,742 
32,754 
— 
— 
41,496 
1,253 
Fidelity I
 Covington
GA
Sep. 2023
1,040 
2,819 
— 
— 
3,859 
111 
Fidelity II
 Beaufort
SC
Sep. 2023
(12)
290 
349 
— 
— 
639 
15 
Fidelity II
 Savannah
GA
Sep. 2023
(12)
630 
1,061 
— 
— 
1,691 
43 
Fed Ex
Marion
Il
Oct. 2023
4,784 
43,082 
— 
— 
47,866 
2,077 
Encumbrances
2,253,621 
$
2,323,621 
$ 1,173,643 
$
5,187,041 
(1,507)
$
110,787 
$
6,469,964 
$
731,854 
______
These are stated principal amounts at spot rates for those in local currency and excludes $90.4 million of mortgage discounts and $11.5 million of deferred financing costs.
Acquired intangible lease assets allocated to individual properties in the amount of $1.1 billion are not reflected in the table above.
(2)(3)
(4)(5)
(1)
(2)
F-88

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part I
December 31, 2024
(dollar amounts in thousands)
The tax basis of aggregate land, buildings and improvements as of December 31, 2024 is $8.1 billion.
The accumulated depreciation column excludes approximately $432.8 million of accumulated amortization associated with acquired intangible lease assets.
Each of the properties has a depreciable life of: 40 years for buildings, 15 years for improvements and five years for fixtures.
These properties collateralize the loan on the Finland properties of $76.9 million as of December 31, 2024.
These properties collateralize the U.S. Multi-Tenant Mortgage Loan I of $162.6 million as of December 31, 2024.
These properties collateralize the U.S. Multi-Tenant Mortgage Loan II of $32.8 million as of December 31, 2024.
These properties collateralize the U.S. Multi-Tenant Mortgage Loan III of $98.5 million as of December 31, 2024.
These properties collateralize the U.S. Multi-Property Loan IV of $90.1 million as of December 31, 2024.
These properties collateralize the U.S. Multi-Property Loan V of $139.8 million as of December 31, 2024.
These properties collateralize the Net Lease Mortgage Notes of $449.3 million as of December 31, 2024.
These properties collateralize the Column Financial Notes of $463.4 million as of December 31, 2024.
These properties collateralize the Mortgage Loan II of $210.0 million as of December 31, 2024.
These properties collateralize the Mortgage Loan III of $33.4 million as of December 31, 2024.
These properties collateralize the CMBS Loan of $260.0 million as of December 31, 2024.
These properties collateralize the CMBS Loan II of $237.0 million as of December 31, 2024.
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
F-89

Global Net Lease, Inc.
Schedule III - Real Estate and Accumulated Depreciation - Part II
December 31, 2024
(dollar amounts in thousands)
A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2024, 2023 and 2022:
December 31,
2024
2023
2022
Real estate investments, at cost:
 
Balance at beginning of year
$
7,296,163 
$
3,797,474 
$
3,942,985 
Additions - Capital Expenditures/Acquisitions
45,961 
3,613,000 
60,378 
Asset dispositions (including write-off of fully depreciated assets)
(706,957)
(97,218)
(65,753)
Transfer to assets held for sale
(16,232)
(3,209)
— 
Impairment charge
(108,465)
(66,672)
(20,276)
Currency translation adjustment
(40,506)
52,788 
(119,860)
Balance at end of the year
$
6,469,964 
$
7,296,163 
$
3,797,474 
 
 
Accumulated depreciation:
 
Balance at beginning of year
$
614,851 
$
501,971 
$
431,886 
Depreciation expense
176,209 
121,313 
96,188 
Asset dispositions/Impairment Charges (including write-off of fully depreciated assets)
(37,147)
(16,013)
(12,491)
Transfer to assets held for sale
(21)
(21)
— 
Currency translation adjustment
(22,038)
7,601 
(13,612)
Balance at end of the year
$
731,854 
$
614,851 
$
501,971 
F-90

EXHIBIT 10.23
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [ ] day of [ ], [ ] (the “Effective
Date”), by and between Global Net Lease, Inc., a Maryland corporation (the “Company”), and [ ] (the “Indemnitee”).
WHEREAS, at the request of the Company, Indemnitee currently serves as a director or officer of the Company and may,
therefore, be subjected to claims, suits or proceedings arising as a result of such service; and
WHEREAS, in light of the litigation costs and risks to Indemnitee resulting from Indemnitee’s service to the Company, and the
desire of the Company to attract and retain qualified individuals to serve as directors and officers to the Company, it is reasonable,
prudent and necessary for the Company to indemnify Indemnitee and to advance expenses and costs incurred by Indemnitee in
connection with any such claims, suits or proceedings, to the maximum extent permitted by law, as an inducement to Indemnitee to
serve or continue to serve as a director or officer of the Company; and
WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of
expenses;
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do
hereby covenant and agree as follows:
Sections 1.
Definitions. For purposes of this Agreement:
(a)
“Change in Control” means a change in control of the Company occurring after the Effective Date of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the
Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be
deemed to have occurred if, after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 15% or more of the combined voting power of all of the Company’s then-outstanding securities entitled to vote
generally in the election of directors without the prior approval of at least two-thirds of the members of the Board of Directors (the
“Board”) in office immediately prior to such person’s attaining such percentage interest; (ii) the Company is a party to a merger,
consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board
then in office, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less
than a majority of the Board thereafter; or (iii) at any time, a majority of the members of the Board are not individuals (A) who were
directors as of the Effective Date or (B) whose election by the Board or nomination for election by the Company’s stockholders was
approved or recommended (1) by the affirmative vote of at least two-thirds of the directors then in office who were directors as of the
Effective Date or (2) by a committee of the Board consisting of at least two-thirds of the directors then in
1

office who were directors as of the Effective Date or, in the case of clause (1) or (2), whose election or nomination for election was
previously so approved or recommended.
(b)
“Corporate Status” means the status of a person as a present or former director, officer, employee or agent of the
Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or
domestic corporation, real estate investment trust, statutory trust, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. As a clarification and
without limiting the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be
deemed to be at the request of the Company: (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any corporation, real estate investment trust, statutory trust, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise (1) of which a majority of the voting power or equity interest is
or was owned directly or indirectly by the Company or (2) the management of which is or was controlled directly or indirectly by the
Company and (ii) if, as a result of Indemnitee’s service to the Company or any of its affiliated entities, Indemnitee is subject to duties to,
or required to perform services for, an employee benefit plan or its participants or beneficiaries, including as a deemed fiduciary thereof.
(c)
“Determination” means a determination that either (1) Indemnitee is entitled to indemnification under this
Agreement (a “Favorable Determination”) or (2) Indemnitee is not entitled to indemnification under this Agreement (an “Adverse
Determination”).
(d)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification and/or advance of Expenses is sought by Indemnitee.
(e)
“Effective Date” means the date set forth in the first paragraph of this Agreement.
(f)
“Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs,
arbitration and mediation costs, transcript costs, fees of experts, witness fees, bonds, costs of collecting and producing documents, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign
taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, excise taxes and
penalties under the Employee Retirement Income Security Act of 1974, as amended, and any other disbursements or expenses incurred
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or
otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any
Proceeding including, without limitation, the premium for, security for and other costs relating to any cost bond, supersedeas bond or
other appeal bond or its equivalent.
(g)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to
either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar
indemnification agreements), or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for
indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a
2

conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(h)
“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing, claim, demand or discovery request or any other actual, threatened, pending
or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional
or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom,
except one pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and
Indemnitee. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such
situation shall also be considered a Proceeding.
Sections 2.
Services by Indemnitee. Indemnitee serves or will serve as a director or officer of the Company. However, this
Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the
Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.
Sections 3.
[Reserved].
Sections 4.
General. The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement
and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time;
provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder
based on Maryland law as in effect on the Effective Date. The rights of Indemnitee provided in this Section 4 shall include, without
limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by the
Maryland General Corporation Law (the “MGCL”), including, without limitation, Section 2-418(g) of the MGCL.
Sections 5.
Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be,
made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in
settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such
Proceeding unless it is established by clear and convincing evidence that (a) the act or omission of Indemnitee was material to the matter
giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee
actually received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee
had reasonable cause to believe that Indemnitee’s conduct was unlawful.
Sections 6.
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 7),
Indemnitee shall not be entitled to:
(a)
indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is
adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company;
(b)
indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to
further appeal, to be liable on the basis that personal benefit in money, property or services was improperly received in any Proceeding
charging
3

improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s Corporate Status; or
(c)
indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the
Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as
authorized by Section 13 of this Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote
generally in the election of directors or of the Board or an agreement approved by the Board to which the Company is a party expressly
provide otherwise.
Sections 7.
Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate
jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the
Company in the following circumstances:
(a)
if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the
court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or
(b)
if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii)
has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such
indemnification as the court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by
Section 2-418(d)(2)(ii) of the MGCL.
Sections 8.
Indemnification for Expenses of Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other
provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s
Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise,
in the defense of such Proceeding, the Company shall indemnify Indemnitee for all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company
shall indemnify Indemnitee under this Section 8 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this
Section 8, and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Sections 9.
Advance of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is
threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary Determination of Indemnitee’s
ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such
Proceeding. The Company shall make such advance of incurred Expenses within ten days after the receipt by the Company of a
statement or statements requesting such advance from time to time, whether prior to or after final disposition of such Proceeding, which
advance may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses
directly to third parties on behalf of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (c)
reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written
undertaking by
4

or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable
law as in effect at the time of the execution thereof. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim,
issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by
this Section 9 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to
Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.
Sections 10.
Indemnification and Advance of Expenses as a Witness or Other Participant. Notwithstanding any other provision
of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise
asked to participate in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party,
Indemnitee shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such
advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or
statements shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the
Company may require Indemnitee to provide an affirmation and undertaking substantially in the form attached hereto as Exhibit A or in
such form as may be required under applicable law as in effect at the time of execution thereof.
Sections 11.
Procedure for Determination of Entitlement to Indemnification.
(a)
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request as
soon as practicable, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is
reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification, provided that any
failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that
(i) none of the Company or its subsidiaries are party to or aware of such Proceeding and (ii) the Company is materially prejudiced by
such failure or delay. Subject to the foregoing, Indemnitee may submit one or more such requests from time to time and at such time(s)
as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from
Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested
indemnification.
(b)
Upon written request by Indemnitee for indemnification pursuant to Section 11(a) above, a Determination, if
required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change
in Control has occurred, by Independent Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee,
which Independent Counsel shall be selected by Indemnitee and approved by the Board in accordance with Section 2-418(e)(2)(ii) of the
MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by the Board by a
majority vote of a quorum consisting of the Disinterested Directors or by a majority vote of a committee of the Board consisting of one
or more Disinterested Directors designated to act in the matter by a majority vote of the Disinterested Directors, (B) if Independent
Counsel has been selected by the Board in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by Indemnitee, which
approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board, a copy of which
shall be delivered to Indemnitee or (C) if so directed by the Board, by the stockholders of the Company, other than directors or officers
who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment
to Indemnitee within ten days after such Determination. Indemnitee shall cooperate with the person, persons or entity making such
5

Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which
is reasonably available to Indemnitee and reasonably necessary or appropriate to such Determination in the discretion of the Board or
Independent Counsel if retained pursuant to clause (ii)(B) of this Section 11(b). Any Expenses incurred by Indemnitee in so cooperating
with the person, persons or entity making such Determination shall be borne by the Company (irrespective of whether the Determination
is a Favorable Determination or an Adverse Determination) and the Company shall indemnify and hold Indemnitee harmless therefrom.
(c)
The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.
Sections 12.
Presumptions and Effect of Certain Proceedings.
(a)
In making any Determination with respect to entitlement to indemnification hereunder, the person or persons
(including any court having jurisdiction over the matter) making such Determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this
Agreement, and the Company shall have the burden of overcoming that presumption in connection with the making of any
Determination contrary to that presumption.
(b)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or
conviction, upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a
presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.
(c)
The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company
or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, real estate investment trust, statutory trust, partnership, limited liability company, joint venture, trust, employee benefit plan
or other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this
Agreement.
Sections 13.
Remedies of Indemnitee.
(a)
If (i) an Adverse Determination is made pursuant to Section 11(b) of this Agreement, (ii) advance of Expenses is
not timely made pursuant to Section 9 or 10 of this Agreement, (iii) no Favorable Determination shall have been made pursuant to
Section 11(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 8 or 10 of this Agreement within ten days after receipt by the Company of a written
request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of the
Company is not made within ten days after a Favorable Determination, Indemnitee shall be entitled to an adjudication in an appropriate
court located in the State of Maryland, or in any other court of competent jurisdiction, or in an arbitration conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to
indemnification or advance of Expenses. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a);
provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under
Section 8 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its
6

conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such
adjudication or award in arbitration.
(b)
In any judicial proceeding or arbitration commenced pursuant to this Section 13, Indemnitee shall be presumed to
be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden
of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a
judicial proceeding or arbitration pursuant to this Section 13, Indemnitee shall not be required to reimburse the Company for any
advances pursuant to Section 9 of this Agreement until a final Determination is made with respect to Indemnitee’s entitlement to
indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited
by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all of the provisions of this Agreement.
(c)
If a Favorable Determination shall have been made pursuant to Section 11(b) of this Agreement, the Company
shall be bound by such Favorable Determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent
a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification that was not disclosed in connection with the Determination.
(d)
In the event that Indemnitee is successful in seeking, pursuant to this Section 13, a judicial adjudication of or an
award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably
incurred by Indemnitee in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration
that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.
(e)
Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments
under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is
obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance
Expenses in accordance with Section 9 or 10 of this Agreement or the 60th day after the date on which the Company was requested to
make the Determination of entitlement to indemnification under Section 11(b) of this Agreement, as applicable, and (ii) ending on the
date such payment is made to Indemnitee by the Company.
Sections 14.
Defense of the Underlying Proceeding.
(a)
Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation,
subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification
or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of
the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise
affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the
Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy
7

is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.
(b)
Subject to the provisions of the last sentence of this Section 14(b) and of Section 14(c) below, the Company shall
have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the
Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such
Proceeding under Section 14(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be
unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise
with respect to Indemnitee which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term
thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance
reasonably satisfactory to Indemnitee, or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This
Section 14(b) shall not apply to a Proceeding brought by Indemnitee under Section 13 of this Agreement.
(c)
Notwithstanding the provisions of Section 14(b) above, if in a Proceeding to which Indemnitee is a party by
reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the
Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims
to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably
concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed,
that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the
Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate
legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld
or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any
Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have
the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be
unreasonably withheld or delayed, at the expense of the Company (subject to Section 13(d) of this Agreement), to represent Indemnitee
in connection with any such matter.
Sections 15.
Non-Exclusivity; Survival of Rights; Subrogation.
(a)
The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the
Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board, or
otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company,
this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of
whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or
remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative
and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or
remedy.
8

(b)
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
Sections 16.
Insurance. (a) The Company will use its reasonable best efforts to acquire directors and officers liability
insurance, on terms and conditions deemed appropriate by the Board, with the advice of counsel, covering Indemnitee or any claim
made against Indemnitee by reason of Indemnitee’s Corporate Status and covering the Company for any indemnification or advance of
Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitee’s Corporate Status. In
the event of a Change in Control, the Company shall maintain in force any and all directors and officers liability insurance policies that
were maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or
carriers and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not
offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall be
obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such
insurance carrier shall have an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier;
provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual
premium or premiums paid by the Company for directors and officers liability insurance in effect on the date of the Change in Control.
In the event that 250% of the annual premium paid by the Company for such existing directors and officers liability insurance is
insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with
such amount.
(a)
Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee
for any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or
retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by
Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in Section 16(a). The purchase, establishment
and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under
this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the
Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise) the
Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies.
(b)
The Indemnitee shall cooperate with the Company and any insurance carrier of the Company with respect to any
Proceeding.
Sections 17.
Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement or otherwise.
Sections 18.
Contribution. If the indemnification provided in this Agreement is unavailable in whole or in part and may not be
paid to Indemnitee for any reason, other than for failure to satisfy the standard of conduct set forth in Section 5 or due to the provisions
of Section 6, then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee
9

(or would be if joined in such Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying
and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses,
judgments, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee
to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time
against Indemnitee.
Sections 19.
Reports to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its
stockholders the payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising
out of a Proceeding by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the
date of the payment of any such indemnification or advance of Expenses or prior to such meeting.
Sections 20.
Duration of Agreement; Binding Effect.
(a)
This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to
serve as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member,
fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, statutory trust, partnership,
limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such
capacity at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement).
(b)
The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be
binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer,
partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment
trust, statutory trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such
person is or was serving in such capacity at the request of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s
spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(c)
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation
or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form
and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.
(d)
The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may
be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm.
Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled.
Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the
10

necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver, a
bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or
undertaking.
Sections 21.
Severability. If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise
unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held
to be invalid, void, illegal or otherwise unenforceable that is not itself invalid, void, illegal or otherwise unenforceable) shall not in any
way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, void, illegal or otherwise
unenforceable, that is not itself invalid, void, illegal or otherwise unenforceable) shall be construed so as to give effect to the intent
manifested thereby.
Sections 22.
Identical Counterparts. This Agreement may be executed in one or more counterparts (delivery of which may be
by facsimile, or via e-mail as a portable document format (.pdf) or other electronic format), each of which will be deemed to be an
original, and it will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more
than one such counterpart. One such counterpart signed by the party against whom enforceability is sought shall be sufficient to
evidence the existence of this Agreement.
Sections 23.
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction thereof.
Sections 24.
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor, unless otherwise expressly stated, shall such waiver
constitute a continuing waiver.
Sections 25.
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed, on the day of such delivery, (ii) sent by e-mail (provided that such email is kept on file (whether electronically or
otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail
server that such e-mail could not be delivered to such recipient, or (iii) mailed by certified or registered mail with postage prepaid, on
the third business day after the date on which it is so mailed:
(a)
If to Indemnitee, to:
c/o Global Net Lease, Inc.
650 Fifth Avenue, 30th Floor
New York, NY 10019
Attn: General Counsel
11

(b)
    with a copy (which shall not constitute notice) to:
(c)
    Greenberg Traurig, LLP
(d)
    One Vanderbilt Avenue
(e)
New York, NY 10017
(f)
Attn: Joseph Herz
(g)
Email: HerzJ@gtlaw.com
(h)
(i)
If to the Company, to:
Global Net Lease, Inc.
650 Fifth Avenue, 30th Floor
New York, NY 10019
Attn: Jesse C. Galloway, Executive Vice President and General Counsel
Email: JGalloway@GlobalNetLease.com
with a copy (which shall not constitute notice) to:
(j)
Greenberg Traurig, LLP
(k)
    One Vanderbilt Avenue
(l)
New York, NY 10017
(m)
Attn: Joseph Herz
(n)
Email: HerzJ@gtlaw.com
or to such other address as may have been furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the
case may be.
Sections 26.
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of the State of Maryland, without regard to its conflicts of laws rules.
[SIGNATURE PAGE FOLLOWS]
12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
GLOBAL NET LEASE, INC.
By:
Name:
Title:
INDEMNITEE
By:
Name:
13

EXHIBIT A
AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED
To: The Board of Directors of Global Net Lease, Inc.
Re: Affirmation and Undertaking
Ladies and Gentlemen:
This Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement, dated the [ ] day of [ ], [
], by and between Global Net Lease, Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the
“Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding]
(the “Proceeding”).
Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.
I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such
capacity. I hereby affirm my good faith belief that at all times, insofar as I was involved as a director or officer of the Company, in any
of the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not receive
any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to
believe that any act or omission by me was unlawful.
In consideration of the advance by the Company for Expenses incurred by me in connection with the Proceeding (the “Advanced
Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to
the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (2) I
actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had
reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced
Expenses, relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.
IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this _____ day of _______________, 20____.
Name:
14

EXHIBIT 19.1
GLOBAL NET LEASE, INC.
STATEMENT OF COMPANY POLICY ON
INSIDER TRADING AND DISCLOSURE
    This memorandum sets forth the policy of Global Net Lease, Inc. and its subsidiaries (collectively, the “Company”) regarding trading
in the Company’s securities as described below and the disclosure of information concerning the Company. This Statement of Company
Policy on Insider Trading and Disclosure (the “Insider Trading Policy”) is designed to prevent insider trading or the appearance of
impropriety, to satisfy the Company’s obligation to reasonably supervise the activities of Company personnel, and to help Company
personnel avoid the severe consequences associated with violations of insider trading laws. It is your obligation to understand and
comply with this Insider Trading Policy and ensure the compliance of any family member, household member or entity whose
transactions are subject to this Insider Trading Policy as described below. Please contact Jesse C. Galloway, the General Counsel
and Executive Vice President at jgalloway@globalnetlease.com, if you have any questions regarding the Insider Trading Policy.
A.    To Whom does this Insider Trading Policy Apply?
    This Insider Trading Policy is applicable to the Company’s directors, officers, employees, and designated consultants and contractors,
and continues to apply following the termination of any such individual’s service to or employment with the Company until any
material, nonpublic information (discussed below) possessed by such individual has become public or is no longer material. The same
restrictions that apply to you also apply to your spouse, significant other, child, parent or other family member, in each case, living in the
same household, anyone else who resides in the same household with you and any immediate family members and family members who
do not share the same household but whose transactions in the Company’s securities are directed by you or are subject to your influence
or control, to any investment fund, trust, retirement plan, partnership, corporation or other entity over which you have the ability to
influence or direct investment decisions concerning securities, and to all persons who execute trades on your behalf (collectively,
“Affiliated Persons”). You are responsible for ensuring compliance with this Insider Trading Policy by all such persons affiliated with
you.
    All members of the Board of Directors, all officers and designated employees, consultants and contractors, as well as their Affiliated
Persons, also must comply with the Company’s Special Trading Procedures for Insiders (the “Trading Procedures”), which supplement
and shall be deemed a part of this Insider Trading Policy. Generally, the Trading Procedures establish trading windows outside of which
the persons covered by the Trading Procedures will be restricted from trading in the Company’s securities and also require the pre-
clearance of all transactions in the Company’s securities by such persons. You will be notified if you are required to comply with the
Trading Procedures.
ACTIVE 700083678v4

    In the event that you leave our Company for any reason, this Insider Trading Policy will continue to apply to you, and other persons
who have a relationship with you who are subject to this policy, until the later of: (1) the second trading day following the public release
of earnings for the fiscal quarter in which you leave our Company or (2) the second trading day after any material nonpublic information
known to you has become public or is no longer material.
B.    What is Prohibited by this Insider Trading Policy?
    It is generally illegal for any director, officer, employee or consultant of the Company to buy or sell the securities of the Company or
derivatives relating to the securities of the Company while in the possession of material, nonpublic information about the Company. It is
also generally illegal for any director, officer, employee or consultant of the Company to disclose material, nonpublic information about
the Company to others who may trade on the basis of that information. These illegal activities are commonly referred to as “insider
trading.”
Your failure to observe this Insider Trading Policy could lead to significant legal problems, including fines and/or imprisonment,
and could have other serious consequences, including the termination of your employment or service relationship with the Company.
In all cases, responsibility for determining whether an individual is in possession of material, nonpublic information rests with
that individual, and any action on the part of the Company or any other employee pursuant to this Insider Trading Policy (or otherwise)
does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws.
This Insider Trading Policy is intended to protect the Company’s insiders and the Company from insider trading violations.
However, the matters set forth in this Insider Trading Policy are merely guidelines and are not intended to replace your responsibility to
understand and comply with the legal prohibition on insider trading. Appropriate judgment should be exercised in connection with all
securities trading.
Prohibited Activities
    When you know or are in possession of material, nonpublic information about the Company you generally are prohibited from the
following activities:
•
trading in the Company’s securities, which includes common stock, options to purchase common stock, any other type of
securities that the Company may issue (such as preferred stock, convertible debentures, warrants, exchange-traded options or
other derivative securities), and any derivative securities that provide the economic equivalent of ownership of any of the
Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities;
•
having others trade for you in the Company’s securities;
•
giving trading advice of any kind about the Company except that you should, when appropriate, advise others not to trade if
doing so might violate the law or this Insider Trading Policy; and

•
disclosing the material, nonpublic information about the Company to anyone else who might then trade, or recommending to
anyone that they purchase or sell the Company’s securities when you are aware of material, nonpublic information (these
practices are known as “tipping”).
•
As noted above, these prohibitions also apply to your Affiliated Persons.
This Insider Trading Policy does not apply to an exercise of an employee stock option when payment of the exercise price
is made in cash, where no Company common stock is sold in the market to fund the option exercise price or related taxes (i.e., a
net exercise) or to the exercise pursuant to which a person has elected to have the Company withhold shares subject to an option
to satisfy tax withholding requirements. The policy does apply, however, to the use of outstanding Company securities to
constitute part or all of the exercise price of an option, any sale of stock as part of a broker-assisted cashless exercise of an
option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
        These prohibitions continue whenever and for as long as you know or are in possession of material, nonpublic information.
Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter,
before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in
hindsight.
Definition of Material, Nonpublic Information
    This Insider Trading Policy prohibits you from trading in the Company’s securities if you are in possession of information about the
Company that is both “material” and “nonpublic.” It is no excuse that your reasons for trading were not based on the information.
    What is “Material” Information?
    Information about the Company is “material” if it could reasonably be expected to affect the investment or voting decisions of a
stockholder or investor, or if the disclosure of the information could reasonably be expected to significantly alter the total mix of
information in the marketplace about the Company. In simple terms, material information is any type of information that could
reasonably be expected to affect the market price of the Company’s securities. Both positive and negative information may be material.
Information that something may happen, regardless of the likelihood, can be material. While it is not possible to identify all information
that would be deemed “material,” the following items are types of information that should be considered carefully to determine whether
they are material:
•
projections of future earnings or losses, or other earnings guidance;
•
earnings or revenue that are inconsistent with the consensus expectations of the investment community;

•
potential restatements of the Company’s financial statements, changes in auditors or auditor notification that the
Company may no longer rely on an auditor’s audit report;
•
pending or proposed mergers, acquisitions, tender offers, joint ventures or dispositions of significant assets;
•
changes in management or the Board of Directors;
•
actual or threatened litigation or governmental investigations or major developments in such matters;
•
developments regarding tenants, suppliers, properties or financing sources (e.g., the acquisition or loss of a contract);
•
changes in dividend policy, declarations of stock splits, or public or private sales of additional securities;
•
potential defaults under the Company’s credit agreements or indentures, or the existence of material liquidity
deficiencies; and
•
bankruptcies or receiverships.
    By including the list above, the Company does not mean to imply that each of these items above is per se material. The information
and events on this list still require determinations as to their materiality (although some determinations will be reached more easily than
others). For example, some new products or contracts may clearly be material to a company; yet that does not mean that all product
developments or contracts will be material. This demonstrates, in our view, why no “bright-line” standard or list of items can adequately
address the range of situations that may arise. Furthermore, the Company cannot create an exclusive list of events and information that
have a higher probability of being considered material.
The Securities and Exchange Commission (the “SEC”) has stated that there is no fixed quantitative threshold amount for
determining materiality, and that even very small quantitative changes can be qualitatively material if they would result in a movement
in the price of the Company’s securities.
    What is “Nonpublic” Information?
    Material information is “nonpublic” if it has not been disseminated in a manner making it available to investors generally. To show
that information is public, it is necessary to point to some fact that establishes that the information has become publicly available, such
as the filing of a report with the SEC, the distribution of a press release through a widely disseminated news or wire service, or by other
means that are reasonably designed to provide broad public access. Before a person who possesses material, nonpublic information can
trade, there also must be adequate time for the market as a whole to absorb the information that has been disclosed. For the purposes of
this Insider Trading Policy, information will be considered public after the close of trading on the second full trading day following the
Company’s public release of the

information. You may not attempt to “beat the market” by trading simultaneously with, or shortly after, the official release of
material information.
    For example, if the Company announces material information of which you are aware before trading begins on a Tuesday, the first
time you can buy or sell Company securities is the opening of the market on Thursday. However, if the Company announces this
material information after trading begins on that Tuesday, the first time that you can buy or sell Company securities is the opening of the
market on Friday.
C.    What are the Penalties for Insider Trading and Noncompliance with this Insider Trading Policy?
    Both the SEC and the national securities exchanges, through the Financial Industry Regulatory Authority (“FINRA”), investigate and
are very effective at detecting insider trading. The SEC, together with the U.S. Attorneys, pursue insider trading violations vigorously.
For instance, cases have been successfully prosecuted against trading by employees in foreign accounts, trading by family members and
friends, and trading involving only a small number of shares.
    The penalties for violating insider trading or tipping rules can be severe and include:
•
disgorgement of the profit gained or loss avoided by the trading;
•
payment of the loss suffered by the persons who, contemporaneously with the purchase or sale of securities that are subject
of such violation, have purchased or sold, as applicable, securities of the same class;
•
payment of criminal penalties of up to $5,000,000;
•
payment of civil penalties of up to three times the profit made or loss avoided; and
•
imprisonment for up to 20 years.
    The Company and/or the supervisors of the person engaged in insider trading may also be required to pay civil penalties of up to the
greater of $2,479,282 (subject to periodic inflation adjustments) or three times the profit made or loss avoided, as well as criminal
penalties of up to $25,000,000, and could under certain circumstances be subject to private lawsuits.
    Violation of this Insider Trading Policy or any federal or state insider trading laws may subject the person violating such policy or
laws to disciplinary action by the Company up to and including termination. The Company reserves the right to determine, in its own
discretion and on the basis of the information available to it, whether this Insider Trading Policy has been violated. The Company may
determine that specific conduct violates this Insider Trading Policy, whether or not the conduct also violates the law. It is not necessary
for the Company to await the filing or conclusion of a civil or criminal action against the alleged violator before taking disciplinary
action.
D.    Does the Company have any Other Policies Regarding Confidential Information?

    The Company also has strict policies relating to safeguarding the confidentiality of its internal, proprietary information and the use of
social media and other online platforms. These policies include procedures regarding identifying, marking and safeguarding confidential
information and employee confidentiality agreements. You should comply with these policies at all times.
E.    How Do You Report a Violation of this Insider Trading Policy?
    If you or any of your Affiliated Persons that is subject to this Insider Trading Policy violates this Insider Trading Policy or any federal
or state laws governing insider trading, or know of any such violation by any director, officer, employee or designated consultant or
contractor of the Company, you must report the violation immediately to the General Counsel and Executive Vice President. However, if
the conduct in question involves the General Counsel and Executive Vice President, or if you have reported such conduct to the General
Counsel and Executive Vice President and you do not believe that he has dealt with it properly, or if you do not feel that you can discuss
the matter with the General Counsel and Executive Vice President, you may raise the matter with the Chief Executive Officer.
F.    Is This Insider Trading Policy Subject to Modification?
    The Company may at any time change this Insider Trading Policy or adopt such other policies or procedures which it considers
appropriate to carry out the purposes of its policies regarding insider trading and the disclosure of Company information. Notice of any
such change will be delivered to you by regular or electronic mail (or other delivery option used by the Company) by the Company. You
will be deemed to have received, be bound by and agree to revisions of this Insider Trading Policy when such revisions have been
delivered to you.
Adopted as of February 20, 2025.

GLOBAL NET LEASE, INC.
SPECIAL TRADING PROCEDURES FOR INSIDERS
To comply with federal and state securities laws governing insider trading, Global Net Lease, Inc. (the “Company”) has adopted these
Special Trading Procedures for Insiders (“Trading Procedures”) as an addendum to the Company’s Statement of Company Policy on
Insider Trading and Disclosure (the “Insider Trading Policy”). These Trading Procedures are in addition to and supplement the Insider
Trading Policy, which is distributed to all directors, officers, and employees, as well as to certain designated consultants and contractors
of the Company.
A.    SCOPE
These Trading Procedures regulate securities trades by: (i) all directors and executive officers of the Company and its subsidiaries; (ii)
those persons working in the Company’s and its subsidiaries’ finance, accounting and legal departments; (iii) certain other employees
designated from time to time by the Company’s General Counsel; and (iv) certain of the Company’s and its subsidiaries’ consultants and
contractors, in each case designated from time to time by the Company’s General Counsel, who in the ordinary course of the
performance of their consulting and contracting duties may have access to material, nonpublic information regarding the Company
(collectively, the persons described in the preceding clauses (i) through (iv) are referred to as “Insiders”). These Trading Procedures
also apply to the following persons (collectively, these persons and entities are referred to as “Affiliated Persons”):
•
an Insider’s spouse, child, parent, significant other or other family member, in each case, living in the same household,
anyone else who resides in the same household with the Insider and any immediate family members and family members
who do not share the same household but whose transactions in the Company’s securities are directed by the Insider or
are subject to the Insider's influence or control;
•
all trusts, family partnerships and other types of entities formed for the benefit of the Insider or the Insider’s family
members over which the Insider has the ability to influence or direct investment decisions concerning securities;
•
all other persons who execute trades on behalf of the Insider; and
•
all investment funds, trusts, retirement plans, partnerships, corporations and other types of entities over which the Insider
has the ability to influence or direct investment decisions concerning securities; provided, however, that these Trading
Procedures shall not apply to any such entity that engages in the investment of securities in the ordinary course of its
business (e.g., an investment fund or partnership) if such entity has established its own insider trading controls and
procedures in compliance with applicable securities laws and the Insider has included such entity on the Insider’s signed
acknowledgment in the attached form.

Insiders are responsible for ensuring compliance with these Trading Procedures and the Insider Trading Policy by all of their Affiliated
Persons. Unless the context otherwise requires, references to “Insiders” in these Trading Procedures refer collectively to Insiders and
their Affiliated Persons.
These Trading Procedures apply to any and all transactions in the Company’s securities, including its common stock, options to
purchase common stock, any other type of securities that the Company may issue (such as preferred stock, convertible debentures,
warrants, exchange-traded options or other derivative securities), and any derivative securities that provide the economic equivalent of
ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the
Company’s securities.
The special trading restrictions set forth in these Trading Procedures will continue to apply to Insiders and their Affiliated Persons
until the later of: (1) the second trading day following the public release of earnings for the fiscal quarter in which you leave our
Company or (2) the second trading day after any material nonpublic information known to you has become public or is no longer
material.
B.    SPECIAL TRADING RESTRICTIONS APPLICABLE TO INSIDERS
    Please see the Insider Trading Policy for a description of prohibited activities applicable to all directors, executive officers, employees
and designated consultants and contractors of the Company, including Insiders. In particular, no Insider may trade in any type of
securities of the Company if such Insider is in possession of material, nonpublic information about the Company, unless the trade has
been effected in compliance with a pre-approved Rule 10b5-1 Plan (as defined below). This prohibition applies even if such Insider
receives pre-clearance and the transaction would occur during a trading window in accordance with these Trading Procedures.
    Please see the Insider Trading Policy for a discussion of what constitutes “insider trading” as well as “material” and “nonpublic”
information. Any Insiders who are unsure whether the information that they possess is material or nonpublic should consult the
Compliance Officer identified below for guidance.
    
    In addition to the restrictions on trading in Company securities set forth in the Insider Trading Policy, Insiders are subject to the
following special trading restrictions:
    1.    No Trading Except During Trading Windows
    The announcement of the Company’s quarterly financial results almost always has the potential to have a material effect on the
market for the Company’s securities. Although an Insider may not know the financial results prior to public announcement, if an Insider
engages in a trade before the financial results are disclosed to the public, such trades may give an appearance of impropriety that could
subject the Insider and the Company to a charge of insider trading. Therefore, subject to limited exceptions, Insiders may trade in
Company securities only during four quarterly trading windows and then only after obtaining pre-clearance from the Compliance
Officer in accordance with the procedures set forth below. Unless otherwise

advised, the four trading windows consist of the periods that begin after market close on the second full trading day following the
Company’s issuance of a press release (or other method of broad public dissemination) announcing its quarterly or annual earnings and
end at the close of business on the last business day of the second week following the end of the then-current quarter. Insiders may be
allowed to trade outside of a trading window only (a) pursuant to a pre-approved Rule 10b5-1 Plan as described in Section D of these
Trading Procedures or (b) in accordance with the procedure for waivers described in Section E of these Trading Procedures.
2.    All Trades Must be Pre-Cleared by the Compliance Officer.
No Insider may trade in Company securities unless the trade has been approved by the Compliance Officer in accordance with
the procedures set forth below. The Company has designated Jesse C. Galloway, its General Counsel and Executive Vice President, as its
insider trading compliance officer (the “Compliance Officer”). The Compliance Officer will review and either approve or prohibit all
proposed trades by Insiders in accordance with the procedures set forth in Section C below. The Compliance Officer may consult with
the Company’s other officers and/or outside legal counsel and will receive approval for his or her own trades from Edward M. Weil, Jr.,
Chief Executive Officer and President. If you are unable to contact the Compliance Officer, or if you do not feel you can discuss the
matter with the Compliance Officer, you may contact Edward M. Weil, Jr., Chief Executive Officer and President, who shall be the
alternate Compliance Officer (the Compliance Officer and the alternate Compliance Officer are collectively referred to as the
“Compliance Officer” in these Trading Procedures).
3.    No Short Sales.
No Insider may at any time sell any securities of the Company that are not owned by such Insider at the time of the sale (a “short
sale”).
4.    No Standing and Limit Orders.
No Insider may place standing or limit orders on Company securities. Standing and limit orders create heightened risks for
insider trading violations because there is no control over the timing of purchases or sales that result from standing instructions to a
broker, and as a result the broker could execute a transaction when an Insider is in possession of material nonpublic information.
5.    No Purchases or Sales of Derivative Securities or Hedging Transactions.
No Insider may buy or sell puts, calls, other derivative securities of the Company or any derivative securities that provide the
economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in
the value of the Company’s securities or engage in any other hedging transaction with respect to the Company’s securities, at any time.

6.    No Company Securities Subject to Margin Calls.
No Insider may use the Company’s securities as collateral in a margin account.
7.    No Pledges by Insider Without Pre-Notification.
No Insider may pledge Company securities as collateral for a loan (or modify an existing pledge) unless prior written notice of
the pledge has been provided to the Company’s General Counsel. Any notice of such a pledge by an Insider must be submitted to the
General Counsel in writing at least three (3) business days prior to the proposed execution of documents evidencing the proposed
pledge. Any such notice submitted by an Insider shall provide a brief description of the pledge and shall detail any changes to: (i) the
beneficial ownership of the pledged securities; (ii) pecuniary interests in the pledged securities; (iii) voting rights in the pledged
securities; or (iv) dispositive rights in the pledged securities, in each case resulting from the pledge. The securities subject to such a
pledge by an Insider shall be subject to all of the other restrictions on trading in the Company’s securities set forth in these Trading
Procedures.
8.        Distributions, Gifts and Other Transfers for No Consideration are Subject to Same Restrictions as All Other
Securities Trades.
No Insider may give or make any other transfer of Company securities without consideration (e.g., a partnership distribution)
during a period when the Insider is not permitted to trade and without pre-clearance pursuant to the procedures outlined below. Bona-
fide gift transactions must be reported on Form 4 by directors and officers subject to Section 16 (such persons, “Section 16 Persons”) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within two (2) business days of such transaction. Whether a gift
is “bona fide” may depend on various circumstances surrounding the gift. Accordingly, Insiders are encouraged to consult the
Compliance Officer when contemplating a gift.
 

C.     PRE-CLEARANCE PROCEDURES
Procedures. No Insider may trade, give or effect any other transfer without consideration in Company securities until:
•
The Insider has notified the Compliance Officer of the amount and nature of the proposed trade(s) using the Stock
Transaction Request form attached to these Trading Procedures. In order to provide adequate time for the preparation of any
required reports under Section 16 of the Exchange Act, a Stock Transaction Request form should, if practicable, be received
by the Compliance Officer at least two (2) business days prior to the intended trade date;
•
The Insider has certified to the Compliance Officer in writing prior to the proposed trade(s) that the Insider is not in
possession of material, nonpublic information concerning the Company;
•
The Insider has informed the Compliance Officer whether, to the Insider’s best knowledge, (a) the Insider has (or is deemed
to have) engaged in any opposite way transactions within the previous six months that were not exempt from Section 16(b)
of the Exchange Act and (b) if the transaction involves a sale by an “affiliate” of the Company or of “restricted securities” (as
such terms are defined under Rule 144 under the Securities Act of 1933, as amended (“Rule 144”)), whether the transaction
meets all of the applicable conditions of Rule 144; and
•
The Compliance Officer or his or her designee has approved the trade(s) and has certified such approval in writing. Such
certification may be made via digitally-signed electronic mail.
The Compliance Officer does not assume the responsibility for, and approval from the Compliance Officer does not protect the
Insider from, the consequences of prohibited insider trading.
Additional Information. Insiders shall provide to the Compliance Officer any documentation reasonably requested by him or her
in furtherance of the foregoing procedures. Any failure to provide such requested information will be grounds for denial of approval by
the Compliance Officer.
No Obligation to Approve Trades. The existence of the foregoing approval procedures does not in any way obligate the
Compliance Officer to approve any trade requested by an Insider. The Compliance Officer may reject any trading request at his or her
sole discretion. From time to time, an event may occur that is material to the Company and is known by only a few directors or
executives. So long as the event remains material and nonpublic, the Compliance Officer may determine not to approve any transactions
in the Company’s securities. If an Insider requests clearance to trade in the Company’s securities during the pendency of such an event,
the Compliance Officer may reject the trading request without disclosing the reason.

Completion of Trades. After receiving written clearance to engage in a trade signed by the Compliance Officer, an Insider must
complete the proposed trade within two (2) business days or make a new trading request.
Post-Trade Reporting. Any transactions in the Company’s securities by an Insider (including transactions effected pursuant to a
Rule 10b5-1 Plan) must be reported to the Compliance Officer by completing the “Confirmation of Transaction” section of the Stock
Transaction Request form attached to these Trading Procedures on the same day in which such a transaction occurs. Compliance by
directors and executive officers who are Section 16 Persons with this provision is imperative given the requirement of Section 16 of the
Exchange Act that these persons generally must report changes in ownership of Company securities within two (2) business days,
including as a result of “exempt” transactions described in Section D of these Trading Procedures and bona-fide gifts. The calculation of
“beneficial ownership” for the purposes of Section 16 and the determination of who is required to file reports pursuant to Section 16,
which transactions are reportable events, the timing and nature of the disclosures required, and the manner in which each transaction is
reported are highly complex matters. The sanctions for noncompliance with this reporting deadline include mandatory disclosure in the
Company’s proxy statement for the next annual meeting of stockholders, as well as possible civil or criminal sanctions for chronic or
egregious violators.
Each report an Insider makes to the Compliance Officer should include the date of the transaction, quantity of shares, price and
broker-dealer through which the transaction was effected and whether the transaction reportable thereunder was intended to satisfy the
affirmative defense conditions under Rule 10b5-1 of the Exchange Act (“Rule 10b5-1”). This reporting requirement may be satisfied by
sending (or having such Insider’s broker send) duplicate confirmations of trades to the Compliance Officer if such information is
received by the Compliance Officer on or before the required date. This requirement is in addition to any required notification that the
Company receives from the broker who completes the trade.
D.     EXEMPTIONS

Pre-Approved Rule 10b5-1 Plan. Transactions effected pursuant to a pre-approved Rule 10b5-1 Plan will not be subject to the
Company’s trading windows or pre-clearance procedures, and Insiders are not required to complete a Stock Transaction Request form
for such transactions. Rule 10b5-1 provides an affirmative defense from insider trading liability under the federal securities laws for
trading plans that meet certain requirements. A person subject to these Trading Procedures can rely on this defense and trade in the
Company’s securities, regardless of their awareness of inside information, if the transaction occurs pursuant to a pre-arranged written
trading plan with another person instructing that other person to purchase or sell  the Company’s securities for the Insider’s account,
provided that the pre-arranged written trading plan was entered into when the Insider was not in possession of material nonpublic
information and that complies with the other requirements of Rule 10b5-1 described below and in Appendix A (such a compliant trading
plan, a “Rule 10b5-1 Plan”).
A Rule 10b5-1 Plan is a binding, written contract, instruction or plan between the Insider and his/her broker that: (i) specifies the
price, amount, and date of trades to be executed for the Insider’s account in the future; or (ii) provides a written formula or algorithm, or
computer program, that the Insider’s broker will follow to determine the amount, price and timing of the Company’s securities to be
purchased or sold; or (iii) did not permit the Insider to exercise any subsequent influence over how, when, or whether the purchases or
sales are made, provided that any person who does exercise such influence must not be in possession of material nonpublic information.
Any such Rule 10b5-1 Plan must also comply with the parameters set forth on Appendix A attached hereto.
Employee Benefit Plans.
1.
Exercise of Stock Options. The trading prohibitions and restrictions set forth in these Trading Procedures do not apply to the
exercise of stock options pursuant to our stock plans where no Company common stock is sold in the market to fund the option exercise
price or related taxes (i.e., a net exercise or where cash is paid to exercise the option) or to the exercise pursuant to which a person has
elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. The trading restrictions do
apply, however, to subsequent sales of any such stock received upon the exercise of options in which the proceeds are used to fund the
option exercise price or related taxes.
[The SEC’s position is that (i) any bona fide gifts of the Company’s securities are also eligible for protection under Rule 10b5-1 and (ii) certain bona fide gifts of
such securities may cause the donor to be subject to Rule 10b-5 liability if such donor was aware of material nonpublic information about the security or the
Company and knew (or was reckless in not knowing) that the donee would sell prior to disclosure of such material nonpublic information.]
1

2.
Tax Withholding on Restricted Stock/Units. The trading prohibitions and restrictions set forth in these Trading Procedures do
not apply to the vesting of shares of restricted stock or the settlement or vesting of restricted stock units or the exercise of a tax
withholding right pursuant to which the award recipient elects to have the Company withhold shares of stock to satisfy tax withholding
requirements upon vesting of restricted stock or upon vesting or settlement of restricted stock units to satisfy applicable tax withholding
requirements. The trading prohibitions and restrictions set forth in these Trading Procedures do apply, however, to any market sale of
shares received upon any such settlement or vesting.
3.
401(k) Plan. To the extent the Company offers its securities as an investment option in the Company’s 401(k) plan, the trading
restrictions in these Trading Procedures do not apply to the purchase of stock through the Company’s 401(k) plan resulting from
periodic contributions of money to the plan through regular payroll deduction elections; however, the trading restrictions do apply to
elections made under the 401(k) plan to (a) increase or decrease the percentage of periodic contributions that will be allocated to the
Company stock fund, (b) make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) borrow
money against a 401(k) plan account if the loan will result in a liquidation of some or all of a Company stock fund balance and (d) pre-
pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.
4.
Employee Stock Purchase Plan. The trading prohibitions and restrictions set forth in these Trading Procedures do not apply to
periodic wage withholding contributions by the Company or employees of the Company which are used to purchase the Company’s
securities pursuant to the employees’ advance instructions under the Company’s Employee Stock Purchase Plan, if any. However, no
Insider may: (a) elect to participate in the plan or alter his or her instructions regarding the level of withholding or purchase by the
Insider of Company securities under such plan; or (b) make cash contributions to such plan (other than through periodic wage
withholding) without complying with these Trading Procedures. Any sale of securities acquired under such plan is subject to the
prohibitions and restrictions of these Trading Procedures.
5.
No Change in Beneficial Ownership. The trading restrictions in these Trading Procedures do not apply to transferring shares to
an entity that does not involve a change in the beneficial ownership of the shares (for example, to an inter vivos trust of which the
Insider is the sole beneficiary during his/her lifetime).
6.
Registered Public Offering. The trading restrictions in these Trading Procedures do not apply to sales of the Company’s
securities by selling stockholders in a registered public offering in accordance with applicable securities laws.
E.    WAIVERS
A waiver of any provision of these Trading Procedures in a specific instance may be authorized in writing by the Compliance Officer,
his or her designee or the Audit Committee of the Board of Directors, and any such waiver shall be reported to the Company’s Board of
Directors.

F.    DISCLOSURE
The Company shall file the Insider Trading Policy along with these Trading Procedures as an exhibit to its Annual Report on Form 10-
K for the 2024 fiscal year and shall file as an exhibit any amendments of, or successors to, the Insider Trading Policy and Trading
Procedures in its Annual Reports on Form 10-K in accordance with the applicable rules and regulations of the SEC.
G.    ACKNOWLEDGMENT
In addition to the Company’s Insider Trading Policy, these Trading Procedures will be delivered to all current Insiders and to all new
Insiders at the start of their employment or relationship with the Company. Upon first receiving a copy of these Trading Procedures,
each Insider must acknowledge that he or she has received a copy and agrees to comply with the terms of these Trading Procedures and
the Insider Trading Policy. Such Insider shall return the acknowledgment attached hereto within ten (10) days of receipt to the
Compliance Officer.
Compliance Officer
Global Net Lease, Inc.
650 Fifth Avenue, 30th Floor
New York, NY 10019
    This acknowledgment will constitute consent for the Company to impose sanctions for violation of the Insider Trading Policy or these
Trading Procedures, and to issue any necessary stop-transfer orders to the Company’s transfer agent to ensure compliance.
Insiders will be required upon the Company’s request to re-acknowledge and agree to comply with these Trading Procedures and the
Insider Trading Policy (including any amendments or modifications). For such purpose, an Insider will be deemed to have
acknowledged and agreed to comply with these Trading Procedures and the Insider Trading Policy when copies of such items have been
delivered to the Insider by regular or electronic mail (or other delivery option used by the Company) by the Compliance Officer or his or
her designee, unless the Insider objects in a written statement received by the Compliance Officer within two (2) business days of such
delivery.
____________________
Failure to observe these Trading Procedures and the Insider Trading Policy could lead to significant legal problems, and could
have other serious consequences, including termination of employment. Questions regarding these Trading Procedures or the
Insider Trading Policy are encouraged and may be directed to the Compliance Officer.
Adopted as of February 20, 2025.

ACKNOWLEDGMENT
I hereby acknowledge that I have read, that I understand, and that I agree to comply with, the Statement of Company Policy on Insider
Trading and Disclosure (the “Insider Trading Policy”) and the Special Trading Procedures for Insiders (the “Trading Procedures”) of
Global Net Lease, Inc. (the “Company”). I further acknowledge and agree that I am responsible for ensuring compliance with the
Insider Trading Policy and the Trading Procedures by all of my “Affiliated Persons” (as defined in the Trading Procedures).
I also understand and agree that I will be subject to sanctions, including termination of employment, that may be imposed by the
Company, in its sole discretion, for violation of the Insider Trading Policy or the Trading Procedures, and that the Company may give
stop-transfer and other instructions to the Company’s transfer agent against the transfer of any Company securities in a transaction that
the Company considers to be in contravention of the Insider Trading Policy or the Trading Procedures.
Date:
Signature:
Name:
Title:

APPENDIX A
Rule 10b5-1 Plan Parameters
Conditions for Entry Into Rule 10b5-1 Plans. Any Rule 10b5-1 Plan must be entered into (i) in good faith and not as part of a plan or
scheme to evade the prohibitions of Rule 10b5-1 and (ii) at a time when a person is not in possession of material nonpublic information
about the Company or the securities subject to such plan. With respect to any Section 16 Person, the Rule 10b5-1 Plan must also include
a representation by such officer or director certifying to such conditions in the preceding sentence. In addition to the condition that a
Rule 10b5-1 Plan be entered into in good faith, Rule 10b5-1 requires the applicable person continue to act in good faith with respect to
the Rule 10b5-1 Plan during its duration. A Rule 10b5-1 Plan also must not permit you to exercise any subsequent influence over how,
when, or whether the purchases or sales are made. Entering into or altering a corresponding or hedging transaction or position with
respect to the securities under a Rule 10b5-1 Plan is likewise prohibited.
As noted above, Insiders have an affirmative defense against any claim by the SEC against you for insider trading if your trade was
made under a Rule 10b5-1 Plan that was entered into when the Insider was not aware of material nonpublic information. The rules
regarding Rule 10b5-1 Plans are complex and Insiders must fully comply with them. An Insider should consult with his/her legal advisor
before proceeding.
Pre-Clearance of New Rule 10b5-1 Plans.
To comply with these Trading Procedures, any Rule 10b5-1 Plan must be pre-approved by the Compliance Officer, be documented in
writing and be established during a trading window. The Compliance Officer may refuse to approve a Rule 10b5-1 Plan as he or she
deems appropriate including, without limitation, if he or she determines that such plan does not satisfy the requirements of Rule 10b5-1.
The Compliance Officer may consult with the Company’s legal counsel before approving a Rule 10b5-1 Plan. If the Compliance Officer
does not approve an Insider’s Rule 10b5-1 Plan, such Insider must adhere to pre-clearance procedures and trading windows set forth in
these Trading Procedures until such time as a Rule 10b5-1 Plan is approved.
Transactions effected pursuant to a pre-cleared Rule 10b5-1 Plan will not require further pre- clearance at the time of the transaction if
the plan specifies the dates, prices and amounts of the contemplated trades, or establishes a formula for determining the dates, prices and
amounts.
Modification or Termination of Rule 10b5-1 Plans.
Any deviation from, or alteration to, the specifications of an approved Rule 10b5-1 Plan (including, without limitation, the amount, price
or timing of a purchase or sale), or termination of an approved Rule 10b5-1 Plan, must be reported immediately to the Compliance
Officer.

To comply with these Trading Procedures, any modification or termination of an Insider’s prior Rule 10b5-1 Plan requires pre-approval
by the Compliance Officer, must occur during a trading window and while such Insider is not aware of material, nonpublic information.
Any such modification must also comply with the other requirements of the rules regarding Rule 10b5-1 Plans, including, if applicable,
a new cooling off period described below.
You should understand that frequent modifications or terminations of a Rule 10b5-1 Plan, even if the applicable cooling-off periods are
observed, may call into question the conditions that you entered into the Rule 10b5-1 Plan in good faith and not as part of a plan or
scheme to evade the prohibitions of Rule 10b5-1. Frequent modifications or terminations therefore may jeopardize the availability of the
Rule 10b5-1 affirmative defense against insider trading allegations.
Cooling-off Periods for Trades under Rule 10b5-1 Plans. No trades may occur under a Rule 10b5-1 Plan until the expiration of the
applicable cooling-off period described below. The applicable cooling-off period varies based on the status of the person.
•
Section 16 Persons: the cooling-off period ends on the later of (x) ninety (90) days after adoption of the Rule 10b5-1 Plan; or (y)
two (2) business days following disclosure of the Company’s financial results in a Quarterly Report on Form 10-Q or an Annual
Report on Form 10-K covering the fiscal quarter in which the plan was adopted or modified, but in no event later than one
hundred twenty (120) days after adoption of the plan.
•
All persons other than Section 16 Persons: the cooling-off period ends thirty (30) days after adoption of the Rule 10b5-1 Plan.
A new cooling-off period is required following the entry into a new Rule 10b5-1 Plan and any of the following modifications to an
existing Rule 10b5-1 Plan will be considered termination of such existing plan and the entry into a new Rule 10b5-1 Plan, necessitating
a new cooling off period: any modification or change to the amount, price, or timing of the purchase or sale of the securities (which
includes a modification or change to a written formula or algorithm, or computer program that affects the amount, price, or timing of the
purchase or sale of the securities) underlying a Rule 10b5-1 Plan as well as any modification, such as the substitution or removal of a
broker that is executing trades pursuant to a Rule 10b5–1 Plan, that changes the price or date on which purchases or sales are to be
executed.
Prohibition on Multiple Outstanding Rule 10b5-1 Plans. A person entering into a Rule 10b5-1 Plan must have no outstanding Rule 10b5-
1 Plans for purchases or sales of the Company’s securities on the open market (and shall not subsequently enter into any additional such
plan), subject to the following exceptions:
•
Series of contracts treated as a single plan: A series of separate contracts with different broker-dealers or other agents acting on
behalf of such person to execute trades thereunder may be treated as a single plan so long as the contracts when taken together
meet the conditions under Rule 10b5-1; provided that any modification of any individual contract in such a series will be treated
as a modification of each other contract in that

series and a modification of the Rule 10b5-1 Plan, which modification may be considered a termination of the existing Rule
10b5-1 Plan, necessitating a new cooling off period as described above, provided that, the substitution of a broker-dealer or other
agent acting on behalf of such person for another broker dealer that is executing trades under such a Rule 10b5-1 Plan shall not
be considered a modification as long as the purchase or sales instructions applicable to the substitute and substituted broker are
identical with respect to the prices of the Company’s securities to be purchased or sold, dates of the purchases or sales to be
executed, and amounts of securities to be purchased or sold.
•
Overlapping plans: There may be multiple concurrent Rule 10b5-1 Plans if trading under such plans does not overlap such that
trading under a later commencing plan may not be authorized until all trades under the earlier commencing Rule 10b5-1 Plan are
completed or expired without execution, provided that, the trades under the later commencing plan must comply with the
applicable cooling-off period described above, treating the termination date of the earlier-commencing plan as the date of
adoption of the later-commencing plan from which the cooling-off period commences. Any trades under a later-commencing
plan that occur during the applicable cooling-off period negate the ability of such later-commencing plan to rely on the Rule
10b5-1 affirmative defense.
•
“Sell-to-cover” tax withholding plans: A separate contract, instruction or plan for purposes of “sell-to-cover” transactions will
not be considered an outstanding Rule 10b5-1 Plan if such separate contract, instruction or plan authorizes such person’s broker
or other agent to sell only such of the Company’s securities as are necessary to satisfy tax withholding obligations arising
exclusively from the vesting of compensatory awards (e.g. restricted stock units) and such person does not otherwise exercise
control over the timing of such sales. The foregoing “sell-to-cover” transaction exemption does not apply to sales incident to the
exercise of option awards. A subject person may, however, enter into a valid Rule 10b5-1 Plan that provides instructions for, in
addition to other trades, sell-to-cover transactions to satisfy tax withholding obligations arising from the exercise of option
awards.
“Single Trade” Rule 10b5-1 Plans. A Rule 10b5-1 Plan designed to effect the open-market purchase or sale of the total amount of the
Company’s securities subject to that plan as a single transaction cannot be entered into if the applicable person adopted a contract,
instruction or plan similarly designed to effect an open market purchase or sale in a single transaction in the prior 12 month period and
such contract, instruction or plan would otherwise qualify for the affirmative defense under Rule 10b5-1. The prohibition on more than
one “single trade” Rule 10b5-1 Plan within a 12 month period does not prohibit sell-to-cover transactions described in the immediately
preceding bullet.
Disclosure of Rule 10b5-1 Plans. The Company will disclose certain information regarding Rule 10b5-1 Plans and any “non-Rule 10b5–
1 trading arrangement” (as defined in Item 408 of
 As long as a Rule 10b5-1 Plan satisfies the Rule 10b5-1’s conditions, a plan may provide for both sell-to-cover transactions and other planned trades.
2
2

Regulation S-K ) entered into, terminated or modified by Section 16 Persons in the Company’s Quarterly Reports on Form 10-Q and
Annual Reports on Form 10-K during the fiscal quarter covered by the applicable report, such as the date of the plan or arrangement’s
adoption, the duration of such plan or arrangement and the number of the Company’s securities to be purchased or sold under such plan
or arrangement, provided that, no disclosure shall be made with respect to pricing terms of such plan or arrangement. Section 16
Persons, by acknowledging their understanding of, and intent to comply with, these Trading Procedures, agree to cooperate with the
Company to provide any necessary information related to such disclosure.
If you are a Section 16 Person, a Rule 10b5-1 Plan’s compliance with Section 16 of the Exchange Act require special care because
Section 16 Persons may not even be aware that a reportable transaction under a Rule 10b5-1 Plan has taken place and may not be able to
comply with the SEC’s requirement to report on Form 4 purchases or sales of the Company’s securities within two business days after
the execution of the applicable transaction. Forms 4 and 5 include a mandatory checkbox indicating whether the transaction reportable
thereunder was intended to satisfy the affirmative defense conditions under a Rule 10b5-1 Plan. Therefore, for Section 16 Persons, a
transaction executed according to a Rule 10b5-1 Plan is not permitted unless the Rule 10b5-1 Plan requires that your broker notify the
Company before the close of business on the day of the execution of the transaction.
 Item 408(c) of Regulation S-K defines “non-Rule 10b5–1 trading arrangement” as an arrangement where: (1) the covered person asserts that at a time when they
were not aware of material nonpublic information about the security or the issuer of the security they had adopted a written arrangement for trading the securities;
and (2) the trading arrangement: (i) specified the amount of securities to be purchased or sold and the price at which and the date on which the securities were to
be purchased or sold;(ii) included a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the
price at which and the date on which the securities were to be purchased or sold; or (iii) did not permit the covered person to exercise any subsequent influence
over how, when, or whether to effect purchases or sales; provided, in addition, that any other person who, pursuant to the trading arrangement, did exercise such
influence must not have been aware of material nonpublic information when doing so.
3
3

S T O C K T R A N S A C T I O N R E Q U E S T
Pursuant to Global Net Lease, Inc.’s Special Trading Procedures for Insiders (the “Trading Procedures”), I hereby notify Global Net Lease, Inc. (the “Company”) of my intent to trade the securities of the
Company as indicated below:
REQUESTER INFORMATION
Insider’s Name:     _________________________________________
INTENT TO PURCHASE
Number of shares:        __________________________
Intended trade date:        __________________________
Means of acquiring shares:
Acquisition through employee benefit plan (please specify): _____________________________
Purchase through a broker on the open market
Other (e.g., Rule 10b5-1 Plan) (please specify):_______________________________________
INTENT TO SELL
Number of shares:        __________________________
Intended trade date:        __________________________
Means of selling shares:
Sale through employee benefit plan (please specify): _____________________________
Sale through a broker on the open market    
Other (e.g., Rule 10b5-1 Plan) (please specify):_______________________________________
CERTIFICATION
I hereby certify that (1) I am not in possession of any material, nonpublic information concerning the Company, as defined in the Company’s Statement of Company Policy on Insider Trading and
Disclosure, and (2) I am not purchasing any securities of the Company on margin in contravention of the Company’s Trading Procedures. I understand that, if I trade while possessing such information or
in violation of such trading restrictions, I may be subject to severe civil and/or criminal penalties, and may be subject to discipline by the Company including termination.
Insider’s Signature
Date
AUTHORIZED APPROVAL
Signature of Compliance Officer (or designee)
Date
CONFIRMATION OF TRANSACTION
I hereby confirm that the transaction(s) requested above was (were) executed as follows:
Purchase of shares: *Number of
shares:
_______
Price per share:
_______
Date and approximate time of purchase:
_______
Sale of shares:
*Number of shares:
_______
Price per share:
_______
Date and approximate time of sale:
_______
Rule 10b5-1 Plan
transaction:
Insider’s Signature
Date
Signature                Date                
*NOTE: Multiple lots must be listed on separate forms or broken out herein.

                                               EXHIBIT 21.1
Subsidiaries of Global Net Lease, Inc.
NAME
JURISDICTION OF FORMATION/INCORPORATION
GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.
Delaware
ARC ACHNETH001, LLC
Delaware
ARC ALSFDUK001, LLC
Delaware
ARC AMWCHKS001, LLC
Delaware
ARC AMWORUK001, LLC
Delaware
ARC ATSNTTX001, LLC
Delaware
ARC BBWYKUK001, LLC
Delaware
ARC BHSBDIN001, LLC
Delaware
ARC BKSCOUK001, LLC
Delaware
ARC CABIRUK001, LLC
Delaware
ARC CCLTRUK001, LLC
Delaware
ARC CGFRSMI001, LLC
Delaware
ARC CGJNSMI001, LLC
Delaware
ARC CGLGNIN001, LLC
Delaware
ARC CGMADIN001, LLC
Delaware
ARC CGMARSC001, LLC
Delaware
ARC CGWRNMI001, LLC
Delaware
ARC CJHSNTX001, LLC
Delaware
ARC CJHSNTX002, LLC
Delaware
ARC CRVANOH001, LLC
Delaware
ARC CSVBTMI001, LLC
Delaware
ARC CTFTMSC001, LLC
Delaware
ARC CWARANE001, LLC
Delaware
ARC CWGRDMI001, LLC
Delaware
ARC CWRVTIL001, LLC
Delaware
ARC CWSALKS001, LLC
Delaware
ARC CWUVLOH001, LLC
Delaware
ARC CWVININ001, LLC
Delaware
ARC CWWPKMN001, LLC
Delaware
ARC DBGESRG001, LLC
Delaware
ARC DBGWSDG001, LLC
Delaware
ARC DFSMCUK001, LLC
Delaware
ARC DG40PCK001, LLC
Delaware
ARC DINCNOH001, LLC
Delaware
ARC DNDUBOH001, LLC
Delaware
ARC DRINDIN001, LLC
Delaware
ARC EEMTRUK001, LLC
Delaware
ARC FD34PCK001, LLC
Delaware
ARC FD73SLB001, LLC
Delaware
ARC FEAMOTX001, LLC
Delaware
ARC FEBHMNY001, LLC
Delaware
ARC FEBILMA001, LLC
Delaware
ARC FECPEMA001, LLC
Delaware
ARC FEGBRNC001, LLC
Delaware
ARC FEHBRKY001, LLC
Delaware
ARC FELEXKY001, LLC
Delaware

ARC FELKCLA001, LLC
Delaware
ARC FEMANMN001, LLC
Delaware
ARC FEPIESD001, LLC
Delaware
ARC FESALUT001, LLC
Delaware
ARC FESANTX001, LLC
Delaware
ARC FEWNAMN001, LLC
Delaware
ARC FEWTRNY001, LLC
Delaware
ARC FMHEPGA001, LLC
Delaware
ARC FMSUMSC001, LLC
Delaware
ARC FSMCHIL001, LLC
Delaware
ARC FUMANUK001, LLC
Delaware
ARC GBLMESA001, LLC
Delaware
ARC GECINOH001, LLC
Delaware
ARC GEGRDMI001, LLC
Delaware
ARC GLOBAL HOLDCO, LLC
Delaware
ARC GLOBAL II HOLDCO, LLC
Delaware
ARC GLOBAL II INTERNATIONAL HOLDCO, LLC
Delaware
ARC Global II (Luxembourg) Holdings S.à r.l.
Luxembourg
ARC Global II (Madrid) S.à r.l.
Luxembourg
ARC Global II DB Lux S.à r.l.
Luxembourg
ARC Global II Limited
Guernsey
ARC Global II (France) Holdings Limited
Guernsey
ARC Global II (Germany) Holdings Limited
Guernsey
ARC Global II (Midco) Limited
Guernsey
ARC Global II (Netherlands) Holdings Limited
Guernsey
ARC Global II (UK) Holdings Limited
Guernsey
ARC Global II Foster Wheeler Limited
Guernsey
ARC Global II ING Netherlands Limited
Guernsey
ARC Global II ING Limited
Guernsey
ARC Global II Weilbach Limited
Guernsey
Tyco Manchester Limited
Guernsey
HC Glasgow Limited
Guernsey
ARC Global II NCR Limited
Guernsey
ARG Global (Guernsey) One Limited
Guernsey
ARG Global (Guernsey) Two Limited
Guernsey
ARG Global (Guernsey) Three Limited
Guernsey
ARG Global (Guernsey) Four Limited
Guernsey
ARG Global (Guernsey) Five Limited
Guernsey
ARG Global (Guernsey) Six Limited
Guernsey
ARG Global (Guernsey) Seven Limited
Guernsey
ARG Global (Guernsey) Eight Limited
Guernsey
ARG Global (Guernsey) Nine Limited
Guernsey
ARG Global (Guernsey) Ten Limited
Guernsey
ARG Global (Guernsey) Eleven Limited
Guernsey
ARG UK Property Limited
Guernsey
ARC GLOBAL (GUERNSEY) HOLDINGS LIMITED
Guernsey
LPE Limited
Guernsey
ARC Global II (holding)
France
ARC Global II Amiens
France

ARC Global II Blois
France
ARC Global II Bordeaux
France
ARC Global II Brest
France
ARC Global II Marseille
France
ARC Global II Rueil
France
ARC Global II Strasbourg
France
ARC Global II France Holdings SAS
France
ARC Global II Trappes SCI
France
ARC Global Organisme de Placement Collectif en Immobilier (OPCI)
France
Kiinteistö Oy Vantaan Pyhtäänkorventien KOKE (MREC)
Finland
Kiinteistö Oy Vantaan Teknikontien LEKO 7 (MREC)
Finland
Kiinteistö Oy Vantaan Teknikontien MAKE (MREC)
Finland
Kiinteistö Oy Vantaan Teknikontien MAKO (MREC)
Finland
Koy Mäntsälän Logistiikkakeskus (MREC)
Finland
ARC GRLBKTX001, LLC
Delaware
ARC GRLOUKY001, LLC
Delaware
ARC GRMSAAZ001, LLC
Delaware
ARC GRRALNC001, LLC
Delaware
ARC GSDALTX001, LLC
Delaware
ARC GSDVRDE001, LLC
Delaware
ARC GSFFDME001, LLC
Delaware
ARC GSFRNTN001, LLC
Delaware
ARC GSGTNPA001, LLC
Delaware
ARC GSIFLMN001, LLC
Delaware
ARC GSMSSTX001, LLC
Delaware
ARC GSRNGME001, LLC
Delaware
ARC GSRPCSD001, LLC
Delaware
ARC GSRTNNM001, LLC
Delaware
ARC HLHSNTX001, LLC
Delaware
ARC HPDFS HOLDCO, LLC
Delaware
ARC HPNEWUK001, LLC
Delaware
ARC HVHELFI001, LLC
Delaware
ARC IAREDUK001, LLC
Delaware
ARC JTCHATN001, LLC
Delaware
ARC JTCHATN002, LLC
Delaware
ARC KPHTNNE001, LLC
Delaware
ARC KSFTWPA001, LLC
Delaware
ARC KUSTHMI001, LLC
Delaware
ARC LPSBDIN001, LLC
Delaware
ARC MCCARUK001, LLC
Delaware
ARC MEROXUK001, LLC
Delaware
ARC MKMDNNJ001, LLC
Delaware
ARC MPSTLMO001, LLC
Delaware
ARC MSELGIL001, LLC
Delaware
ARC NNMFBTN001, LLC
Delaware
ARC NOPLNTX001, LLC
Delaware
ARC NOWILND001, LLC
Delaware
ARC NRSLDUK001, LLC
Delaware

ARC NSSNJCA001, LLC
Delaware
ARC OBMYNGER01, LLC
Delaware
ARC ODVLONET001, LLC
Delaware
ARC OGHDGMD001, LLC
Delaware
ARC PFBFDUK001, LLC
Delaware
ARC PNEREPA001, LLC
Delaware
ARC PNSCRPA001, LLC
Delaware
ARC PPHHTKY001, LLC
Delaware
ARC REXREGER01, LLC
Delaware
ARC RMNUSGER01, LLC
Delaware
ARC SANPLFL001, LLC
Delaware
ARC SLKRFCP001, LLC
Delaware
ARC SLSTCCA001, LLC
Delaware
ARC SPHRSNJ001 Urban Renewal Entity, LLC
New Jersey
ARC SWWSVOH001, LLC
Delaware
ARC SZPTNNJ001, LLC
Delaware
ARC TFDPTIA001, LLC
Delaware
ARC TFKMZMI001, LLC
Delaware
ARC TKMANUK001, LLC
Delaware
ARC TOMANFI001, LLC
Delaware
ARC TRLIVMI001, LLC
Delaware
ARC TWSWDUK001, LLC
Delaware
ARC VALWDCO001, LLC
Delaware
ARC VCLIVMI001, LLC
Delaware
ARC WIODSTX001, LLC
Delaware
ARC WKBPLUK001, LLC
Delaware
ARC WKMCRUK001, LLC
Delaware
ARC WKSOTUK001, LLC
Delaware
ARC WMWSLNC001, LLC
Delaware
ARC WNBRNMO001, LLC
Delaware
ARC WWHWCMI001, LLC
Delaware
ARG BIJTNNY001, LLC
Delaware
ARG BSMTONJ001, LLC
Delaware
ARG CBSKSMO001, LLC
Delaware
ARG CDNCNOH001, LLC
Delaware
ARG CFSRSLB001, LLC
Delaware
ARG CMGLTWY001, LLC
Delaware
ARG CMOMHNE001, LLC
Delaware
ARG CMPCRMS001, LLC
Delaware
ARG COWLMDE002, LLC
Delaware
ARG CSBLVMI001, LLC
Delaware
ARG CSHMDIN001, LLC
Delaware
ARG CSLIVMI001, LLC
Delaware
ARG CSSTLMO001, LLC
Delaware
ARG CSTWBOH001, LLC
Delaware
ARG CSWYGMI001, LLC
Delaware
ARG DPSPNIA001, LLC
Delaware
ARG EHBIRAL001, LLC
Delaware
ARG EQWBGPA001, LLC
Delaware

ARG FCDETMI001, LLC
Delaware
ARG FCSTHMI001, LLC
Delaware
ARG FEBLCID001, LLC
Delaware
ARG FEBTHNB001, LLC
Delaware
ARG FEGRFMT001, LLC
Delaware
ARG FEGRNNC001, LLC
Delaware
ARG FELWDNB001, LLC
Delaware
ARG FEMRGWV001, LLC
Delaware
ARG FEMTNNB001, LLC
Delaware
ARG FMCHIIL001, LLC
Delaware
ARG FRAHLMI001, LLC
Delaware
ARG GASTNMI001, LLC
Delaware
ARG GKCNCOH001, LLC
Delaware
ARG HCCLHGA001, LLC
Delaware
ARG HRTFTGA001, LLC
Delaware
ARG KLSLBNC001, LLC
Delaware
ARG KLSLBNC002, LLC
Delaware
ARG LKCLLAL001, LLC
Delaware
ARG LSCHIIL001, LLC
Delaware
ARG LSCHIIL002, LLC
Delaware
ARG LSCHIIL003, LLC
Delaware
ARG LSWYGMI001, LLC
Delaware
ARG MT2PKSLB001, LLC
Delaware
ARG NIFLNNH001, LLC
Delaware
ARG NIFLNNH002, LLC
Delaware
ARG NIGTNMA001, LLC
Delaware
ARG NIGVTNH001, LLC
Delaware
ARG NIJNBVT001, LLC
Delaware
ARG NIJNBVT002, LLC
Delaware
ARG NIJNBVT003, LLC
Delaware
ARG NSALNTX001, LLC
Delaware
ARG PLRMLMI001, LLC
Delaware
ARG PSBRDFL001, LLC
Delaware
ARG PSDANVA001, LLC
Delaware
ARG PSDAYOH001, LLC
Delaware
ARG PSDEMIA001, LLC
Delaware
ARG PSELPTX001, LLC
Delaware
ARG PSETIPA001, LLC
Delaware
ARG PSGRLTX001, LLC
Delaware
ARG PSHCKNC001, LLC
Delaware
ARG PSIRVTX001, LLC
Delaware
ARG PSLASNV001, LLC
Delaware
ARG PSLKCLA001, LLC
Delaware
ARG PSMRDMS001, LLC
Delaware
ARG PSMSNTX001, LLC
Delaware
ARG PSPRAIL001, LLC
Delaware
ARG PSYNSOH001, LLC
Delaware
ARG RMAKROH001, LLC
Delaware
ARG SNCSPCO001, LLC
Delaware

ARG SSFSRIN001, LLC
Delaware
ARG STELDCA001, LLC
Delaware
ARG STFALNY001, LLC
Delaware
ARG STKNCMO001, LLC
Delaware
ARG STWINCT001, LLC
Delaware
ARG TRWXMMI001, LLC
Delaware
ARG UPARAIL001, LLC
Delaware
ARG UPDBNMI001, LLC
Delaware
ARG VAGNVFL001, LLC
Delaware
ARG VSSRACA001, LLC
Delaware
ARG VSSRACA002, LLC
Delaware
ARG VSSRACA003, LLC
Delaware
ARG WFHWDAL001, LLC
Delaware
ARG WGPTBPA001, LLC
Delaware
ARG WPCLDOH001, LLC
Delaware
ARG WPCLDOH002, LLC
Delaware
ARG WPCLVTN001, LLC
Delaware
ARG WPFBRIT001, S.r.l
Italy
ARG WPFNDOH001, LLC
Delaware
ARG WPMRNOH001, LLC
Delaware
ARG WPOTWOH001, LLC
Delaware
ARG ZFFINOH001, LLC
Delaware
GNL Canadian Services Co.
Nova Scotia
GNL Canadian Holdco, LLC (formerly ARG COWLMDE001, LLC)
Delaware
MAYFLOWER ACQUISITION, LLC
Delaware
METHAGER01, LLC
Delaware
ROCHESSGER01, LLC
Delaware
ROCHESSGER02, LLC
Delaware
ROCHESSGER03, LLC
Delaware
ARG NIAMHNH001, LLC
Delaware
ARG SBPSLTX001, LLC
Delaware
ARG MCWOKUK001, LLC
Delaware
ARG WMBVLAR001, LLC
Delaware
ARG PPSPPTX001, LLC
Delaware
ARG PPSHLTX001, LLC
Delaware
ARG NXHSNTX001, LLC
Delaware
ARG PRBRIMI001, LLC
Delaware
ARG PRBRIMI002, LLC
Delaware
ARG PRBRIMI003, LLC
Delaware
ARG THDEXMI001, LLC
Delaware
ARG THAARMI001, LLC
Delaware
ARG THMISIN001, LLC
Delaware
ARG PF4CAN001 US, LLC
Delaware
ARG PF4PCAN001, ULC
Canada (Alberta)
ARG PFB4PCK001, LLC
Delaware
ARC WHAMSNE001, LLC
Delaware
GNL LAMADOH001, LLC (formerly ARG AMA4SLB001, LLC)
Delaware

ARG BOOT8UK001, LLC (formerly ARG NOMWANJ001, LLC)
Delaware
ARG BOOT8UK002, LLC (formerly ARG GRD4SLB001, LLC )
Delaware
ARG BOOT8UK003, LLC (formerly ARG NINPTMA001, LLC)
Delaware
ARG BOOT8UK004, LLC (formerly ARG HIVRNCA001, LLC)
Delaware
ARG BOOT8UK005, LLC (formerly ARG HISRPAZ001, LLC)
Delaware
ARG BOOT8UK006, LLC (formerly ARG SWFLRKY001, LLC)
Delaware
ARG BOOT8UK007, LLC (formerly ARG ASC3SLB001, LLC)
Delaware
ARG BOOT8UK008, LLC
Delaware
ARG EMSPHIL001, LLC
Delaware
ARG NIGETMA001, LLC
Delaware
Osmosis Sub I, LLC
Maryland
Global Net Lease Advisors, LLC
Delaware
Global Net Lease Properties, LLC
Delaware
Necessity Retail Advisors, LLC
Delaware
Necessity Retail Properties, LLC
Delaware
ARC DDLONUK, Limited
England and Wales
GNL Retail GP, LLC
Delaware
The Necessity Retail REIT Operating Partnership, L.P.
Delaware
ARC Retail TRS Holdco, LLC
Delaware
AFN ABSPROP001, LLC
Delaware
AFN ABSPROP001-A, LLC
Delaware
AFN ABSPROP001-B, LLC
Delaware
AFN ABSPROP002, LLC
Delaware
AFN ABSPROP002-A, LLC (Formerly ARG BJMBOH001, LLC)
Delaware
AFN ABSPROP002-B, LLC (Formerly ARG MC11SLB001, LLC)
Delaware
AFN ABSPROP002-C, LLC (Formerly ARG MCWSLB001, LLC)
Delaware
ARC AAANGIN001, LLC
Delaware
ARC AABNLFL001, LLC
Delaware
ARC AATNTMA001, LLC
Delaware
ARC AAWSNGA001, LLC
Delaware
ARC ABHNDMS001, LLC
Delaware
ARC AMWNRKY001, LLC
Delaware
ARC ARERIPA001, LLC
Delaware
ARC ARVIRMN001, LLC
Delaware
ARC ASANDSC001, LLC
Delaware
ARC ASCGRMO001, LLC
Delaware
ARC AZCROMI001, LLC
Delaware
ARC AZCTOLA001, LLC
Delaware
ARC AZTMPGA001, LLC
Delaware
ARC BBLVSNV001, LLC
Delaware
ARC BFFTMFL001, LLC
Delaware
ARC BHTVCMI001, LLC
Delaware
ARC BKMST41001, LLC
Delaware

ARC CBDTNPA001, LLC
Delaware
ARC CBLDLPA001, LLC
Delaware
ARC CBLMAPA001, LLC
Delaware
ARC CBPHLPA001, LLC
Delaware
ARC CBPHLPA002, LLC
Delaware
ARC CBPHLPA003, LLC
Delaware
ARC CBPHLPA004, LLC
Delaware
ARC CBRBRPA001, LLC
Delaware
ARC CBWNEPA001, LLC
Delaware
ARC CHLKJTX001, LLC
Delaware
ARC CHVCTTX001, LLC
Delaware
ARC CKMST19001, LLC
Delaware
ARC CLORLFL001, LLC
Delaware
ARC CPFAYNC001, LLC
Delaware
ARC CPOKCOK001, LLC
Delaware
ARC CTCHRNC001, LLC
Delaware
ARC CVANSAL001, LLC
Delaware
ARC CVDETMI001, LLC
Delaware
ARC CVHYKMA001, LLC
Delaware
ARC DB5PROP001, LLC
Delaware
ARC DB5SAAB001, LLC
Delaware
ARC DGATHMI001, LLC
Delaware
ARC DGBGLLA001, LLC
Delaware
ARC DGBKHMS001, LLC
Delaware
ARC DGBNBGA001, LLC
Delaware
ARC DGCHEOK001, LLC
Delaware
ARC DGCMBMS001, LLC
Delaware
ARC DGDNDLA001, LLC
Delaware
ARC DGDVLLA001, LLC
Delaware
ARC DGFHLLA001, LLC
Delaware
ARC DGFLRMI001, LLC
Delaware
ARC DGFRTMS001, LLC
Delaware
ARC DGFTSAR001, LLC
Delaware
ARC DGGNWLA001, LLC
Delaware
ARC DGGSBVA001, LLC
Delaware
ARC DGGVLMS002, LLC
Delaware
ARC DGHBKLA001, LLC
Delaware
ARC DGHDNMI001, LLC
Delaware
ARC DGHTGWV001, LLC
Delaware
ARC DGHTSAR001, LLC
Delaware
ARC DGLAFTN001, LLC
Delaware
ARC DGLCRMN002, LLC
Delaware
ARC DGMBLAR001, LLC
Delaware
ARC DGMKNMI001, LLC
Delaware
ARC DGMRALA001, LLC
Delaware
ARC DGMSNTX002, LLC
Delaware
ARC DGNTALA001, LLC
Delaware
ARC DGRLFMS001, LLC
Delaware
ARC DGRSEMI001, LLC
Delaware

ARC DGRYLAR001, LLC
Delaware
ARC DGSRBMO001, LLC
Delaware
ARC DGSTNVA001, LLC
Delaware
ARC DGSVNMO001, LLC
Delaware
ARC DGTLSLA001, LLC
Delaware
ARC DGVDRTX001, LLC
Delaware
ARC DGVNLTN001, LLC
Delaware
ARC DGWPTMS001, LLC
Delaware
ARC DGWRNIN001, LLC
Delaware
ARC DGWSNNY001, LLC
Delaware
ARC FDBRNLA001, LLC
Delaware
ARC FDBTLKY001, LLC
Delaware
ARC FDCHLID001, LLC
Delaware
ARC FDCRLMO001, LLC
Delaware
ARC FDDNVAR001, LLC
Delaware
ARC FDDXRNM001, LLC
Delaware
ARC FDFNTPA001, LLC
Delaware
ARC FDHCRTX001, LLC
Delaware
ARC FDKRMCO001, LLC
Delaware
ARC FDOCYLA001, LLC
Delaware
ARC FDPLSTX001, LLC
Delaware
ARC FDWLDCO001, LLC
Delaware
ARC FEBSMND001, LLC
Delaware
ARC FECNBIA001, LLC
Delaware
ARC FEEGLWI001, LLC
Delaware
ARC FEGRFND001, LLC
Delaware
ARC FELELMS001, LLC
Delaware
ARC FESOUIA001, LLC
Delaware
ARC FEWAUWI001, LLC
Delaware
ARC FEWTNSD001, LLC
Delaware
ARC FLCLTNC001, LLC
Delaware
ARC FMMTCNJ001, LLC
Delaware
ARC FMMTVAL001, LLC
Delaware
ARC FMSNHPA001, LLC
Delaware
ARC HR5BEIL001, LLC
Delaware
ARC HR5BIAL001, LLC
Delaware
ARC HR5BPMN001, LLC
Delaware
ARC HR5CSAL001, LLC
Delaware
ARC HR5CSMA002, LLC
Delaware
ARC HR5CURI001, LLC
Delaware
ARC HR5CVGA001, LLC
Delaware
ARC HR5DOGA001, LLC
Delaware
ARC HR5GAGA001, LLC
Delaware
ARC HR5GASC001, LLC
Delaware
ARC HR5GAVA001, LLC
Delaware
ARC HR5GBNC001, LLC
Delaware
ARC HR5GRSC001, LLC
Delaware
ARC HR5HASC001, LLC
Delaware
ARC HR5HOWI001, LLC
Delaware

ARC HR5HPNY001, LLC
Delaware
ARC HR5MSSE001, LLC
Delaware
ARC HR5PEGA001, LLC
Delaware
ARC HR5PISC001, LLC
Delaware
ARC HR5SINJ001, LLC
Delaware
ARC HR5SLUT001, LLC
Delaware
ARC HR5SNFI001 SPE, LLC
Delaware
ARC HR5SNFI001, LLC
Delaware
ARC HR5SOCT001, LLC
Delaware
ARC HR5SSMA001, LLC
Delaware
ARC HR5SSMA002, LLC
Delaware
ARC HR5SSMA003, LLC
Delaware
ARC HR5SSRI001, LLC
Delaware
ARC HR5STP1001, LLC
Delaware
ARC HR5STP1002, LLC
Delaware
ARC HR5STP2001, LLC
Delaware
ARC HR5STP2002, LLC
Delaware
ARC HR5STP3001, LLC
Delaware
ARC HR5STP3002, LLC
Delaware
ARC HR5VAGA001, LLC
Delaware
ARC HR5ZUMN001, LLC
Delaware
ARC JCHUSTX001, LLC
Delaware
ARC JCLOUKY001, LLC
Delaware
ARC JCWSTCO001, LLC
Delaware
ARC LCROWTX001, LLC
Delaware
ARC LWAKNSC001, LLC
Delaware
ARC LWFYTNC001, LLC
Delaware
ARC LWMCNGA001, LLC
Delaware
ARC LWNBNNC001, LLC
Delaware
ARC LWRMTNC001, LLC
Delaware
ARC MCLVSNV001, LLC
Delaware
ARC MFAKNSC001, LLC
Delaware
ARC MFFNCAL001, LLC
Delaware
ARC MFHLDMI001, LLC
Delaware
ARC MFKXVTN002, LLC
Delaware
ARC MFMCDGA001, LLC
Delaware
ARC MFMDNID001, LLC
Delaware
ARC MFSGWMI001, LLC
Delaware
ARC MFTSEFL002, LLC
Delaware
ARC MFVALGA001, LLC
Delaware
ARC NCCHRNC001, LLC
Delaware
ARC NLLKLFL001, LLC
Delaware
ARC NPHUBOH001, LLC
Delaware
ARC NTMNDIL001, LLC
Delaware
ARC NTSNTTX001, LLC
Delaware
ARC NWNCHSC001, LLC
Delaware
ARC ORMNTWI001, LLC
Delaware
ARC PCBIRAL001, LLC
Delaware
ARC PRLAWKS001, LLC
Delaware

ARC PSFKFKY001 TRS, LLC
Delaware
ARC PSFKFKY001, LLC
Delaware
ARC PTSBGIL001, LLC
Delaware
ARC PTSCHIL001, LLC
Delaware
ARC QSOKCOK001, LLC
Delaware
ARC RBASHNC001, LLC
Delaware
ARC RGCHRNC001, LLC
Delaware
ARC SMWMBFL001, LLC
Delaware
ARC SPSANTX001, LLC
Delaware
ARC SQMONPA001, LLC
Delaware
ARC SRTULOK001, LLC
Delaware
ARC SSSDLLA001, LLC
Delaware
ARC SSSEBFL001 TRS, LLC
Delaware
ARC SSSEBFL001, LLC
Delaware
ARC SWHOUTX001, LLC
Delaware
ARC SWWCHOH001 TRS, LLC
Delaware
ARC SWWCHOH001, LLC
Delaware
ARC SWWMGPA001, LLC
Delaware
ARC TCMESTX001, LLC
Delaware
ARC TKLWSFL001, LLC
Delaware
ARC TMMONPA001, LLC
Delaware
ARC TPEGPTX001, LLC
Delaware
ARC TSHRLKY001, LLC
Delaware
ARC TSHTNMI001, LLC
Delaware
ARC TSKCYMO001, LLC
Delaware
ARC TSVRNCT001, LLC
Delaware
ARC WEMPSMN001, LLC
Delaware
ARC WGBEATX001, LLC
Delaware
ARC WGGLTWY001, LLC
Delaware
ARC WGLNSMI001, LLC
Delaware
ARC WGOKCOK001, LLC
Delaware
ARC WGPNBAR001, LLC
Delaware
ARC WGTKRGA001, LLC
Delaware
ARC WGWFDMI001, LLC
Delaware
ARG 1CBHGNJ001, LLC
Delaware
ARG AA12PCK001, LLC
Delaware
ARG AA14PCK001, LLC
Delaware
ARG AACLMOH 001, LLC
Delaware
ARG AASDYMI001, LLC
Delaware
ARG ATCHTTN001, LLC
Delaware
ARG BE23PROP01, LLC
Delaware
ARG BE23PROP02, LLC
Delaware
ARG BHCLMSC001, LLC
Delaware
ARG BHELKNV001, LLC
Delaware
ARG BHJCKFL001, LLC
Delaware
ARG BHSLPLA001, LLC
Delaware
ARG BKPNVLA001, LLC
Delaware
ARG CA2PSLB001, LLC
Delaware
ARG CCFAYNC001, LLC
Delaware

ARG CCLTZFL001, LLC
Delaware
ARG CCNLVTX001, LLC
Delaware
ARG CCTMPFL001, LLC
Delaware
ARG CHDUBGA001, LLC
Delaware
ARG CHMCHIL001, LLC
Delaware
ARG CHMCPIL001, LLC
Delaware
ARG CKHARTX001, LLC
Delaware
ARG CKLRDTX001, LLC
Delaware
ARG CKLRDTX002, LLC
Delaware
ARG CKLRDTX003, LLC
Delaware
ARG CKRGNTX001, LLC
Delaware
ARG CKWSLTX001, LLC
Delaware
ARG CURTSMI001, LLC
Delaware
ARG DDBLVTN001, LLC
Delaware
ARG DDBRVTN001, LLC
Delaware
ARG DDEPOTX001, LLC
Delaware
ARG DDFLTMI001, LLC
Delaware
ARG DDGRDMI001, LLC
Delaware
ARG DDHBLTX001, LLC
Delaware
ARG DDHUSTX001, LLC
Delaware
ARG DGASUIL001, LLC
Delaware
ARG DGBRKGA001, LLC
Delaware
ARG DGBRWKY001, LLC
Delaware
ARG DGCLKSIA001, LLC
Delaware
ARG DGCSTKY001, LLC
Delaware
ARG DGCTSMI001, LLC
Delaware
ARG DGDVLAL001, LLC
Delaware
ARG DGDWTNY001, LLC
Delaware
ARG DGEBRAL001, LLC
Delaware
ARG DGELKKY001, LLC
Delaware
ARG DGFLSKY001, LLC
Delaware
ARG DGFMCIL001, LLC
Delaware
ARG DGFRMNY001, LLC
Delaware
ARG DGGDDNY001, LLC
Delaware
ARG DGHARMI001, LLC
Delaware
ARG DGKNGNY001, LLC
Delaware
ARG DGKRHNY001, LLC
Delaware
ARG DGLCNMI001, LLC
Delaware
ARG DGLGRGA001, LLC
Delaware
ARG DGLGRGA002, LLC
Delaware
ARG DGMBLAL001, LLC
Delaware
ARG DGMDVTN001, LLC
Delaware
ARG DGMMVLTN001, LLC
Delaware
ARG DGMORMN001, LLC
Delaware
ARG DGNPTTN001, LLC
Delaware
ARG DGOTGNY001, LLC
Delaware
ARG DGPOTIL001, LLC
Delaware
ARG DGPRSNY001, LLC
Delaware
ARG DGRDLAL001, LLC
Delaware

ARG DGSDLKY001, LLC
Delaware
ARG DGSUMIL001, LLC
Delaware
ARG DGTABIL001, LLC
Delaware
ARG DGUTCNY001, LLC
Delaware
ARG DGVLYAL001, LLC
Delaware
ARG DGWASIL001, LLC
Delaware
ARG DGWTMAL001, LLC
Delaware
ARG DI51PCK001, LLC
Delaware
ARG DNMGCIN001, LLC
Delaware
ARG FEBRNMN001, LLC
Delaware
ARG FECSPWY001, LLC
Delaware
ARG FERLLMO001, LLC
Delaware
ARG FM16PCK001, LLC
Delaware
ARG FMABNME001, LLC
Delaware
ARG FMALXLA001, LLC
Delaware
ARG FMATHTX001, LLC
Delaware
ARG FMBKHMS001, LLC
Delaware
ARG FMCHIIL001, LLC
Delaware
ARG FMCMGGA001, LLC
Delaware
ARG FMCTVMS001, LLC
Delaware
ARG FMDADAL001, LLC
Delaware
ARG FMEKVTN001, LLC
Delaware
ARG FMETPAL001, LLC
Delaware
ARG FMGFBFL001, LLC
Delaware
ARG FMGRDMI001, LLC
Delaware
ARG FMIDBOK001, LLC
Delaware
ARG FMJCKAL001, LLC
Delaware
ARG FMJCKFL001, LLC
Delaware
ARG FMMRVAL001, LLC
Delaware
ARG FMNEWMS001, LLC
Delaware
ARG FMPDTSC001, LLC
Delaware
ARG FMPGIMS001, LLC
Delaware
ARG FMPHIMS001, LLC
Delaware
ARG FMSKSMO001, LLC
Delaware
ARG FMTALAL001, LLC
Delaware
ARG FMTMVAL001, LLC
Delaware
ARG FMTYLTX001, LLC
Delaware
ARG GPM32PK001, LLC
Delaware
ARG HD4PSLB001, LLC
Delaware
ARG IM13PKSLB001, LLC
Delaware
ARG IM12PKSLB001, LLC
Delaware
ARG JAFPTIL001, LLC
Delaware
ARG KGOMHNE001, LLC
Delaware
ARG KK10PCK001, LLC
Delaware
ARG LCFLTMI001, LLC
Delaware
ARG LDBHRMI001, LLC
Delaware
ARG ME19PCK001, LLC
Delaware
ARG MEAKDAR001, LLC
Delaware
ARG MEARLAL001, LLC
Delaware

ARG MEBDWGA001, LLC
Delaware
ARG MEBFDGA001, LLC
Delaware
ARG MECANGA001, LLC
Delaware
ARG MECANGA002, LLC
Delaware
ARG MECBTAR001, LLC
Delaware
ARG MECLLAL001, LLC
Delaware
ARG MECLLAL002, LLC
Delaware
ARG MECMGGA001, LLC
Delaware
ARG MECNLGA001, LLC
Delaware
ARG MECRNAR001, LLC
Delaware
ARG MECTNSC001, LLC
Delaware
ARG MECTWGA001, LLC
Delaware
ARG MEDGVGA001, LLC
Delaware
ARG MEELDAR001, LLC
Delaware
ARG MEELDAR002, LLC
Delaware
ARG MEELDAR003, LLC
Delaware
ARG MEELJGA001, LLC
Delaware
ARG MEEVAAL001, LLC
Delaware
ARG MEFDCAR001, LLC
Delaware
ARG MEGHPAL001, LLC
Delaware
ARG MEHGVGA001, LLC
Delaware
ARG MEHMRGA001, LLC
Delaware
ARG MEHNTAL001, LLC
Delaware
ARG MEHNTAL002, LLC
Delaware
ARG MEHNTAL003, LLC
Delaware
ARG MEHOPAR001, LLC
Delaware
ARG MEHZNAR001, LLC
Delaware
ARG MEJSPGA001, LLC
Delaware
ARG MEMCVGA001, LLC
Delaware
ARG MENTLMS001, LLC
Delaware
ARG MEONNAL001, LLC
Delaware
ARG MEOWCAL001, LLC
Delaware
ARG MEPHCAL001, LLC
Delaware
ARG MERDBAL001, LLC
Delaware
ARG MERDBAL003, LLC
Delaware
ARG MERSSAL001, LLC
Delaware
ARG MERSTLA001, LLC
Delaware
ARG MERVDGA001, LLC
Delaware
ARG MESMOAR001, LLC
Delaware
ARG MESMVGA001, LLC
Delaware
ARG MESRCAR001, LLC
Delaware
ARG METOCGA001, LLC
Delaware
ARG METOCGA002, LLC
Delaware
ARG METRNGA001, LLC
Delaware
ARG MEVNAAL001, LLC
Delaware
ARG MEWSKGA001, LLC
Delaware
ARG MEWSKGA002, LLC
Delaware
ARG MEWSKGA003, LLC
Delaware
ARG OCPOOL2001, LLC
Delaware

ARG OCPOOL4001, LLC
Delaware
ARG PH14SLB001, LLC
Delaware
ARG PH17SLB001, LLC
Delaware
ARG PH31SLB001, LLC
Delaware
ARG PHCHRNC002, LLC
Delaware
ARG PHCMBOH001, LLC
Delaware
ARG PHCMBOH002, LLC
Delaware
ARG PHGTNNC001, LLC
Delaware
ARG PHMDLTX001, LLC
Delaware
ARG PHNLXOH001, LLC
Delaware
ARG PHNTNNC001, LLC
Delaware
ARG PHWSVOH001, LLC
Delaware
ARG PHZSVOH001, LLC
Delaware
ARG SBTLHFL001, LLC
Delaware
ARG SBTLHFL002, LLC
Delaware
ARG SBTLHFL003, LLC
Delaware
ARG SNBLXMS001, LLC
Delaware
ARG SNCLLMS001, LLC
Delaware
ARG SNELLMS001, LLC
Delaware
ARG SNGLFMS001, LLC
Delaware
ARG SNGLFMS002, LLC
Delaware
ARG SNGLFMS003, LLC
Delaware
ARG SNHTTMS001, LLC
Delaware
ARG SNLNBMS001, LLC
Delaware
ARG SNLTHFL001, LLC
Delaware
ARG SNMGEMS001, LLC
Delaware
ARG SNPLCFL001, LLC
Delaware
ARG SNPRVMS001, LLC
Delaware
ARG SNPTLMS001, LLC
Delaware
ARG SNRBRAL001, LLC
Delaware
ARG SNRVRFL001, LLC
Delaware
ARG SNRVRFL002, LLC
Delaware
ARG SNTSCAL001, LLC
Delaware
ARG SNTYLMS001, LLC
Delaware
ARG SNWCHFL001, LLC
Delaware
ARG SNWDVMS001, LLC
Delaware
ARG SNWVLMS001, LLC
Delaware
ARG SNWYNMS001, LLC
Delaware
ARG TJCNTKS001, LLC
Delaware
ARG TJCRKIA001, LLC
Delaware
ARG TJCRLIA001, LLC
Delaware
ARG TJINDMO001, LLC
Delaware
ARG TJMNHID001, LLC
Delaware
ARG TJNMKMN001, LLC
Delaware
ARG TJSPRMN001, LLC
Delaware
ARG TSAMCGA001, LLC
Delaware
ARG TSCDZOH001, LLC
Delaware
ARG TSCTLAZ001, LLC
Delaware
ARG TSFLDSD001, LLC
Delaware

ARG TSHZNND001, LLC
Delaware
ARG TSNCDOK001, LLC
Delaware
ARG TSSCRNM001, LLC
Delaware
ARG WLGREFI001, LLC
Delaware
ARG WO19PCK001, LLC
Delaware
RAC LAND, LLC
Delaware
ARG NCD5PCK001, LLC
Delaware
ARG AACLMOH001, LLC
Delaware
ARG TASLDLA001, LLC
Delaware
ARG DG17PCK001, LLC
Delaware
ARG PSFKNWI001, LLC
Delaware
ARG TW15PCK001, LLC
Delaware
ARG IRL2SLB001, LLC
Delaware
ARG ARDRDLA001, LLC
Delaware
ARG AR16PCK001, LLC
Delaware
ARG FG7PSLB001, LLC
Delaware
ARG HFH6SLB001, LLC
Delaware
ARG ASSLDLA001, LLC
Delaware
ARG AASDYMI001, LLC
Delaware
ARG BCBEAOH001, LLC
Delaware
ARG BSROCIL001, LLC
Delaware
ARG CCCARPA001, LLC
Delaware
ARG CRHAGMD001, LLC
Delaware
ARG CALAFLA001, LLC
Delaware
ARG CCPLOWI001, LLC
Delaware
ARG DCDARIL001, LLC
Delaware
ARG DMDERKS001, LLC
Delaware
ARG DPOSHWI001, LLC
Delaware
ARG ECENIOK001, LLC
Delaware
ARG EMEVGIL001, LLC
Delaware
ARG FGALPMI001, LLC
Delaware
ARG FSBROWI001, LLC
Delaware
ARG FTFTWIN001, LLC
Delaware
ARG NRTAMFL001, LLC
Delaware
ARG HEWAXTX001, LLC
Delaware
ARG MAWILVA001, LLC
Delaware
ARG PSREYOH001, LLC
Delaware
ARG WCSALNC001, LLC
Delaware
ARG FCSTANC001, LLC
Delaware
ARG PLSAJCA001, LLC
Delaware
ARG BBSCHIL001, LLC
Delaware
ARG UMMARIN001, LLC
Delaware
ARG WMSANTX001, LLC
Delaware
ARG WSCLAIN001, LLC
Delaware
ARG SCRIVFL001, LLC
Delaware
ARG PSSPASC001, LLC
Delaware
ARG DCDECAL001, LLC
Delaware
ARG CCALBNM001, LLC
Delaware
ARG WGNEWNY001, LLC
Delaware

ARG CCCOVRI001, LLC
Delaware
ARG MPCOLOH001, LLC
Delaware
ARG SCROCNC001, LLC
Delaware
ARG TACOLSC001, LLC
Delaware
ARG TMMARGA001, LLC
Delaware
ARG WCSLNNC001, LLC
Delaware
ARG ASALBGA001, LLC
Delaware
ARG PSALBNM001, LLC
Delaware
ARG TCFLOKY001, LLC
Delaware
ARG SVJEFMO001, LLC
Delaware
ARG ACHOUTX001, LLC
Delaware
ARG BCSPRMA001, LLC
Delaware
ARG SSSTRPA001, LLC
Delaware
ARG MFMUSMI001, LLC
Delaware
ARG SCSPFOH001, LLC
Delaware
ARG MFVIEWV001, LLC
Delaware
ARG SPSPRIL001, LLC
Delaware
ARG SMSHPPA001, LLC
Delaware
ARG CCCARPA001, LLC
Delaware
ARG FMGLEIL001, LLC
Delaware
ARG EWAUSGA001, LLC
Delaware
ARG MCCOLIN001, LLC
Delaware
ARG LPLAFIN001, LLC
Delaware
ARG MHMORNC001, LLC
Delaware
ARG TCHATMS001, LLC
Delaware
ARG HTMANWI001, LLC
Delaware
ARG VPALBNM001, LLC
Delaware
ARG MMASHKY001, LLC
Delaware
ARG TSMTPSC001, LLC
Delaware
ARG WASUMSC001, LLC
Delaware
ARG PPMONLA001, LLC
Delaware
ARG PMPLAIL001, LLC
Delaware
ARG OTOWEKY001, LLC
Delaware
ARG LSSALMD001, LLC
Delaware
ARG MKASHOH001, LLC
Delaware
ARG HBSTUMA001, LLC
Delaware
ARG RALLAFL001, LLC
Delaware
ARG PCGROOH001, LLC
Delaware
ARG MGMOBAL001, LLC
Delaware
ARG HCHOULA001, LLC
Delaware
ARG BPLOUKY001, LLC
Delaware
ARG LMLAWOK001, LLC
Delaware
ARG GFBOGKY001, LLC
Delaware
ARG SAABITX001, LLC
Delaware
ARG SBSALKS001, LLC
Delaware
ARG DMDERKS001, LLC
Delaware
ARG WCJACNC001, LLC
Delaware
ARG TVLOUTN001, LLC
Delaware
ARG MPELYOH001, LLC
Delaware

ARG TTRALNC001, LLC
Delaware
ARG NLGAIGA001, LLC
Delaware
ARG ASVALGA001, LLC
Delaware
ARG WGHUNAL001, LLC
Delaware
ARG IRL8SLB001, LLC
Delaware
GNL FCSTHMI002, LLC (formerly ARG IR11SLB001, LLC)
Delaware
ARG TW10SLB001, LLC
Delaware
ARG CPLBKTX001, LLC
Delaware
ARG IRL3SLB001, LLC
Delaware

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-274487, 333-255191, and 333-214582) and Form S-3
(333-268150) of Global Net Lease, Inc of our report dated February 27, 2025 relating to the financial statements and the effectiveness of internal control over
financial reporting, which appears in the 2024 Annual Report to Shareholders, which is incorporated by reference in this Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report dated February 27, 2025 relating to the financial statement schedules, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 27, 2025

Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Edward M. Weil, Jr., certify that:
1.
I have reviewed this Annual Report on Form 10-K of Global Net Lease, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Dated the 27th day of February, 2025
/s/ Edward M. Weil, Jr.
Edward M. Weil, Jr.
Chief Executive Officer and President
(Principal Executive Officer)

Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Christopher J. Masterson, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Global Net Lease, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Dated the 27th day of February, 2025
/s/ Christoper J. Masterson
Christopher J. Masterson
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32
SECTION 1350 CERTIFICATIONS
This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the
United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act
of 2002, be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
The undersigned, who are the Chief Executive Officer and Chief Financial Officer of Global Net Lease, Inc. (the “Company”), each hereby certify as follows:
The annual report on Form 10-K of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, and all information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Dated the 27th day of February, 2025
/s/ Edward M. Weil, Jr.
Edward M. Weil, Jr.
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Christopher J. Masterson
Christopher J. Masterson
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)