GNL

Global Net Lease, Inc.

NYSE · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS

6.97

−0.25 −3.46%

USD · close Oct 30

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MKT CAP $1.5BP/E —DIV YIELD 10.83%FCF YIELD —REV TTM $459.7M −13.9%NET INCOME −$13.5MNET CASH $153.6M52W 6.97 – 9.96SEC XBRL · TTM TO Invalid Date

How GNL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Summary Risk Factors • We may be unable to enter into contracts for and complete property acquisitions or dispositions on advantageous terms and our property acquisitions may not perform as we expect. • The majority of our properties are occupied by single tenants and single-tenant leases involve significant risks of tenant default and tenant vacancies, which could materially and adversely affect us. • Our ability to grow depends on our ability to access additional debt or equity financing on attractive terms, and there can be no assurance we will be able to do so on favorable terms or at all. • Certain of the agreements governing our indebtedness may limit our ability to pay dividends on our common stock, $0.01 par value per share (“Common Stock”), our 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), our 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”), our 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series D Preferred Stock”), our 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 (“Series E Preferred Stock”, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”), or any other equity securities we may issue. • If we are not able to generate sufficient cash from operations, we may have to reduce the amount of dividends we pay or identify other financing sources. • Market and economic challenges experienced by the U.S. and global economies may adversely impact our operating results and financial condition. • We are subject to risks associated with our international investments, including compliance with and changes in foreign laws and fluctuations in foreign currency exchange rates. • Inflation and increases in the inflation rate will have an adverse effect on our investments and results of operations. • We have substantial indebtedness and we may incur significant additional indebtedness and other liabilities.
If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases. • In owning properties we may experience, among other things, unforeseen costs associated with complying with laws and regulations, including those related to environmental matters, and other costs, potential difficulties selling properties and potential damages or losses resulting from climate change. • Restrictions on share ownership contained in our charter may inhibit market activity in shares of our stock and restrict our business combination opportunities. • We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, which can cause severe disruptions in the U.S. and global economy. • We may fail to continue to qualify as a REIT.
While the Multi-Tenant Retail and McLaren dispositions effectively conclude our strategic disposition program put in place in 2024, there is no assurance that in the future we will again focus on dispositions and may opportunistically dispose of properties, and that any such dispositions will be on terms that are found favorable to us or at the time we wish to do so.
Federal Income Tax Risks – Even as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution to our stockholders.” 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.
Our ability to grow our assets depends on our ability to access capital from external sources, and there can be no assurance we will be able to do so on favorable terms or at all.
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 with BMO Bank N.A.
(“BMO”), as agent, and the other lender parties thereto (the “Credit Agreement”), which consists of our Revolving Credit Facility, contain various covenants that limit our ability to pay dividends and make other distributions or repurchases of our equity securities, including restrictions based on percentages of our Adjusted FFO, as defined in the Credit Agreement (which is different from Adjusted Funds From Operations (“AFFO”) as disclosed in this Annual Report on Form 10-K).
With respect to our Credit Agreement, however, for so long as we maintain at least one investment-grade rating from at least one ratings agency (such as our investment-grade BBB- rating received from Fitch Ratings in October 2025), such percentage limitations on our ability to make distributions will not apply.
Our cash flows provided by operations were $222.8 million for the year ended December 31, 2025.
During this period, we paid total dividends of $235.8 million, including payments to holders of our Common Stock and Preferred Stock.
Financial and economic conditions, including related sanctions, political uncertainties in the U.S., changes to U.S. foreign and economic policy (including international trade disputes and the imposition of tariffs), changes in the labor markets, financial instability and other conditions, can be challenging and volatile and any worsening of such conditions, including any disruption in the capital markets, or an inflationary economic environment, could adversely impact our business.
Based on the percentage of annualized rental income on a straight-line basis as of December 31, 2025, 26% of our properties were located in Europe, primarily in the United Kingdom, The Netherlands, Finland, France, Germany, and the Channel Islands, and 74% of our properties were located in the U.S. and Canada.
Foreign investments pose several risks, including the following: • the ongoing uncertainties as a result of instability or changes in geopolitical conditions, including military or political conflicts, such as those caused by the ongoing conflicts between Russia and Ukraine or Israel and Hamas and the recent ongoing events in Venezuela; • the burden of complying with a wide variety of foreign laws; • changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such laws; • existing or new laws relating to the foreign ownership of real property or loans and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin; • the potential for expropriation; • possible currency transfer restrictions; • imposition of adverse or confiscatory taxes; • changes in real estate and other tax rates and changes in other operating expenses in particular countries; • possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments; • adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions; • the willingness of domestic or foreign lenders to make loans in certain countries and changes in the availability, cost and terms of loan funds resulting from varying national economic policies; • general political and economic instability in certain regions; and • the potential difficulty of enforcing obligations in other countries.
As of December 31, 2025, we had $1.3 billion ($1.2 billion and €74.0 million) of gross mortgage notes payable.
Further, as of December 31, 2025, we had $324.2 million ($20.0 million and €259.1 million) in outstanding debt under the Revolving Credit Facility.
We have used and may continue to use foreign currency derivatives, including options, currency forward and cross currency swap agreements, to manage a portion of our exposure to fluctuations in British Pounds Sterling (“GBP”)-USD and Euros (“EUR”)-USD exchange rates, but there can be no assurance our hedging strategy will be successful.
No single tenant accounted for 6% or more of our consolidated annualized rental income on a straight-line basis as of December 31, 2025, however this may change in the future.
As of December 31, 2025, the following countries and states accounted for 5% or more of our consolidated annualized rental income on a straight-line basis: Country December 31, 2025 European Countries: United Kingdom 10% Other European Countries 16% Total European Countries 26% United States and Canada: Michigan 13% Texas 6% Ohio 6% Georgia 4% Other States and Canada 45% Total United States and Canada 74% Total 100% Likewise, a high concentration of our tenants in a similar industry magnifies the effects of downturns in that industry and would have a disproportionate adverse effect on the value of investments and results of operations.
As of December 31, 2025, the following industries had concentrations of properties accounting for 5.0% or more of our consolidated annualized rental income on a straight-line basis: Industry December 31, 2025 Financial Services 9% Freight & Logistics 8% Healthcare 6% Auto Manufacturing 5% Consumer Goods 5% Any adverse situation that disproportionately affects the industries listed above may have a magnified adverse effect on our portfolio.
Many of our leases require that certain property level operating expenses and capital expenditures, such as real estate taxes, insurance, utilities, maintenance and repairs (other than, in certain circumstances structural repairs, such as repairs to the foundation, exterior walls and rooftops) including increases with respect thereto, be paid, or reimbursed to us, by our tenants.
Decreased demand for office space may adversely affect our revenues.
Approximately 27% of our annualized straight-line rent (calculated as of December 31, 2025) is attributable to our Office segment.
A shift in retail shopping from brick-and-mortar stores to online shopping may have an adverse impact on our Retail segment tenants.
There can be no assurance that our Retail segment will not be negatively impacted from the effects online commerce has had on some retail operators.
If we are unable to anticipate and respond promptly to trends in the market (such as space for a drive through or curbside pickup), our occupancy levels and rental rates may decline in our Retail segment.
Based on annualized rental income on a straight-line basis as of December 31, 2025, approximately 34% of our tenants were not evaluated or ranked by credit rating agencies, or were ranked below “investment grade,” which, for our purposes, includes both actual investment grade ratings of the tenant and “implied investment grade rating,” which includes ratings of the tenant’s parent (regardless of whether the parent has guaranteed the tenant’s obligation under the lease) or lease guarantor.
As of December 31, 2025, 15% of our annualized rental income on a straight-line basis was generated from leases with remaining lease terms of more than ten years.
As of December 31, 2025, approximately 14.1% of our annualized rental income on a straight-line basis was generated from leases that did not contain any rent escalation provisions, which impacts our ability to cover increased operating costs at properties with these leases.
For example, as of December 31, 2025, 27% of our properties, based on annualized rental income on a straight-line basis, were retail properties.
Growing public concern about climate change and investor expectations have resulted in the increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas (“GHG”) emissions and climate change issues in recent years.
However, the Environmental Protection Agency (“EPA”) under the Trump Administration has made efforts to repeal or otherwise modify regulation of GHG emissions at the federal level, including issuing a proposal to revoke the EPA’s GHG “Endangerment Finding,” which underpins the majority of the EPA's GHG regulations.
Separately, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, disclosure of climate risk management, and restriction of emissions.
We cannot predict whether such efforts will ultimately be successful or what effects they may have on our business or results of operations.
At the international level, there exists the United Nations-sponsored “Paris Agreement,” which requires nations to submit non-binding GHG emissions reduction goals every five years after 2020, though in January 2025, the U.S. submitted notification to the United Nations that it intends to withdraw from the Paris Agreement regarding climate change, with the withdrawal effective January 27, 2026.
Additionally, various agreements and commitments have been made at the annual conference of the parties to eliminate certain fossil fuel subsidies, phase out fossil fuels in energy systems, and pursue further action on non-carbon dioxide GHGs, though none have been legally binding.
The Trump Administration has undertaken efforts to decrease the United States’ participation in such initiatives, including the withdrawal of the United States from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change, and has sought other legislative and regulatory changes related to climate change.
Notwithstanding the United States' withdrawal from the Paris Agreement, various state and local governments remain committed to the Paris Agreement.
This lack of control over our net-leased properties makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with any current or future regulatory disclosure requirements or comply effectively with established ESG frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, the TCFD and the Sustainability Accounting Standards Board.
Inflation and increases in the inflation rate may have an adverse effect on our investments and results of operations.

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Gone since FY2024

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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
As of December 31, 2024, the following countries and states accounted for 5% or more of our consolidated annualized rental income on a straight-line basis: Country December 31, 2024 European Countries: United Kingdom 10% Other European Countries 10% Total European Countries 20% United States and Canada: Michigan 9% Ohio 6% Texas 6% North Carolina 5% Other States and Canada 54% Total United States and Canada 80% Total 100% Likewise, a high concentration of our tenants in a similar industry magnifies the effects of downturns in that industry and would have a disproportionate adverse effect on the value of investments and results of operations.
As of December 31, 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: 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.
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.
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 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.
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.
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.
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.
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.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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