Global Net Lease, Inc. (GNL)

Item 2. 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 consolidated financial statements of Global Net Lease, Inc. and the notes thereto. As used herein, the terms “Company,” “we,” “our” and “us” refer to Global Net Lease, Inc., a Maryland corporation, including, as required by context, Global Net Lease Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 (the “Securities Act”), 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, including the Modiv transaction, or disposition 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 additional risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025, this and our other Quarterly Reports on Form 10-Q, and our other filings with the U.S. Securities and Exchange Commission (the “SEC”), as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports.

41

Overview

We are a real estate investment trust for United States (“U.S.”) federal income tax purposes (“REIT”) that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe.

As of June 30, 2026, we owned 798 properties consisting of 39.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 5.7 years. Based on the percentage of annualized rental income on a straight-line basis as of June 30, 2026, approximately 74% of our properties were located in the U.S. and Canada and approximately 26% were located in Europe. In addition, as of June 30, 2026, our portfolio was comprised of 47% Industrial & Distribution properties, 28% Retail properties and 25% Office properties. The percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of June 30, 2026. The straight-line rent includes amounts for tenant concessions.

Our portfolio is leased to primarily “Investment Grade” rated tenants in well-established markets in the U.S. and Europe. A total of 63.3% of our rental income on an annualized straight-line basis for leases in place as of June 30, 2026 was derived from Investment Grade rated tenants, comprised of 38.0% leased to tenants with an actual investment grade rating and 25.3% leased to tenants with an implied investment grade rating. 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 analytical tool, which generates an implied rating by measuring an entity’s probability of default. Ratings information is as of June 30, 2026.

Agreement and Plan of Merger with Modiv

On May 3, 2026, the Company, together with its direct and indirect subsidiaries, REIT Merger Sub, the OP and Opco Merger Sub entered into the Merger Agreement with the Modiv Parties. Pursuant to the terms and conditions of the Merger Agreement, upon the closing, Modiv will merge with and into REIT Merger Sub with REIT Merger Sub continuing as the surviving entity. Contemporaneously therewith or immediately following the Modiv Merger, OpCo Merger Sub will merge with and into the Modiv Operating Partnership, with the Modiv Operating Partnership being the surviving entity.

Pursuant to the terms and subject to the conditions of the Merger Agreement, at the date and time the Modiv Merger becomes effective, (i) each outstanding share of Class C common stock, $0.001 par value per share, of Modiv (other than the Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive 1.975 shares of Common Stock, without interest, subject to adjustment as set forth in the Merger Agreement, and cash in lieu of fractional shares, and (ii) each outstanding share of Modiv’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, will be converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to but not including, the closing date of the Mergers. Immediately prior to the time the OpCo Merger becomes effective, subject to the terms and conditions set forth in the Merger Agreement, each outstanding unit of Class X limited partnership interest in the Modiv Operating Partnership will immediately vest in full and be converted into one Modiv Operating Partnership Class C Unit in the Modiv Operating Partnership and each outstanding Modiv Operating Partnership Class C Unit (other than the parties to the Merger Agreement and their respective affiliates) will be converted into the right to receive 1.975 OP Units, plus the right to receive cash in lieu of any fractional OP Units, if any, without interest.

The Merger Agreement contains customary covenants, representations, and warranties, as well as certain customary termination rights for us and Modiv, in each case, as more fully described in the Merger Agreement.

In addition, the Merger Agreement requires, among other things, that the Company file with the SEC a Registration Statement on Form S-4 registering the issuance of the Modiv Common Stock Merger Consideration under the Securities Act, containing a prospectus of the Company for the issuance of the Modiv Common Stock Merger Consideration and a proxy statement of Modiv (the “Modiv Transaction S-4”) with respect to its special meeting of Modiv’s stockholders convened for purposes of obtaining the approval of the Modiv Merger. The Company filed the Modiv Transaction S-4 on June 1, 2026, which the SEC declared effective on June 24, 2026, and Modiv set August 10, 2026 as the date for such special meeting.

Completion of the Mergers, which is expected in the third quarter of 2026, is subject to customary closing conditions, including the approval of Modiv stockholders. No approval of the Company’s stockholders will be required in connection with the Mergers.

Critical Accounting Estimates

For a discussion about our critical accounting estimates and policies, see the “Significant Accounting Estimates and Accounting Policies” section of our 2025 Annual Report on Form 10-K. Except for those required by new accounting pronouncements discussed in the section referenced below, there have been no material changes from these critical accounting estimates and policies.

42

Recently Issued Accounting Pronouncements

See Note 2 — Basis of Presentation — Recently Issued Accounting Pronouncements to our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.

Properties

The following table represents a summary by segment of our portfolio of real estate properties as of June 30, 2026:

__________

(1) If the portfolio has multiple properties with varying lease expirations, average remaining lease term is calculated on a weighted-average basis. Weighted average remaining lease term in years is calculated based on square feet as of June 30, 2026.

Results of Operations

We have three reportable segments based on property type: (1) Industrial & Distribution, (2) Retail and (3) Office (for additional information, see Note 15 — Segment Reporting to our consolidated financial statements included in this Quarterly Report on Form 10-Q).

In our Industrial & Distribution, Retail and Office segments, we own, manage and lease single-tenant properties where in addition to base rent, our tenants are required to pay for their property operating expenses or reimburse us for property operating expenses that we incur (primarily property insurance and real estate taxes). 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.

Due to the classification of the 100 multi-tenant retail properties that were sold in 2025 (the “Multi-Tenant Retail Portfolio”) as a discontinued operation, the tables below do not include the results of the Multi-Tenant Retail Portfolio, which are classified within loss from discontinued operations in our consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (for additional information, see Note 3 — Multi-Tenant Retail Disposition to our consolidated

[Excerpt truncated for page length; source filing is linked above.]

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 real estate investment trust for United States (“U.S.”) federal income tax purposes (“REIT”) that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S. and Western and Northern Europe.

As of December 31, 2025, we owned 820 properties consisting of 40.7 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 6.1 years. Based on the percentage of annualized rental income on a straight-line basis as of December 31, 2025, approximately 74% of our properties were located in the U.S. and Canada and approximately 26% were located in Europe. In addition, as of December 31, 2025, our portfolio was comprised of 46% Industrial & Distribution properties, 27% Retail properties and 27% Office properties. These represent our three reportable segments and the percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of December 31, 2025. The straight-line rent includes amounts for tenant concessions.

Our properties 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, 2025. A total of 66% of our rental income on an annualized straight-line basis for leases in place as of December 31, 2025 was derived from Investment Grade rated tenants, comprised of 34% leased to tenants with an actual investment grade rating and 32% leased to tenants with an implied investment grade rating.

The Multi-Tenant Retail Disposition

During the six months ended June 30, 2025, we completed the Multi-Tenant Retail Disposition (as discussed above). The results of operations of the Multi-Tenant Retail Portfolio are currently reported as part of discontinued operations (see Note 2 — Summary of Significant Accounting Policies and Note 3 — Multi-Tenant Retail Disposition to our consolidated financial statements included in this Annual Report on Form 10-K for additional information).

The Acquisition of The Necessity Retail REIT and the Internalization

On the Acquisition Date, the REIT Merger and the Internalization Merger were consummated (collectively, the “Mergers”). See Note 4 — The Mergers to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.

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:

Entry into the purchase and sale agreement, dated as of February 25, 2025 (the “Multi-Tenant Retail PSA”) to sell the Multi-Tenant Retail Portfolio to RCG (as discussed above) represented a strategic shift in our business which initially met the held-for-sale and discontinued operations accounting criteria as of March 31, 2025 and continued to do so as of December 31, 2025. Accordingly, we are separately reporting the results of these properties as discontinued operations in its consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 and are presenting the related assets and liabilities separately in its consolidated balance sheets as of December 31, 2025 and 2024 (see Note 3 — Multi-Tenant Retail Disposition to our consolidated financial statements included in this Annual Report on Form 10-K for additional information on the Multi-Tenant Retail Disposition). Additionally, all other disclosures have been updated to conform to the discontinued operations presentation, where applicable.

Revenue Recognition

Our revenues, which are derived primarily from lease contracts, which include rents that each tenant pays in accordance with the terms of each lease agreement and are reported on a straight-line basis over the initial term of the lease. As of December 31, 2025, these leases had a weighted-average remaining lease term of 6.1 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

42

expiration of the initial term of the lease. As of December 31, 2025 and 2024, our cumulative straight-line rents receivable in the consolidated balance sheets was $72.9 million, and $89.8 million, respectively. For the years ended December 31, 2025, 2024 and 2023, our revenue from tenants included the impact of unbilled rental revenue of $3.0 million, $11.8 million and $8.1 million, respectively, to adjust contractual rent to straight-line rent.

For new leases after acquisition of property, the commencement date is considered to be the date the lease modification is executed. 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, 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. Prior to the Multi-Tenant Retail Disposition, we owned, managed and leased 100 multi-tenant properties where we generally paid for the property operating expenses for those properties and most of our tenants were 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. As noted above, the results of these 100 properties are being reported within discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023.

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 the lease commencement date and we must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. 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, 2025, 2024 and 2023 totaled and $2.6 million, $3.4 million, and $3.5 million, respectively.

Investments in Real Estate

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. 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 “Purchase Price Allocation” below for a discussion of the initial accounting for investments in real estate.

Disposal of real estate investments representing a strategic shift in operations that will have a major effect on our operations and financial results are required to be presented as discontinued operations in our consolidated statements of operations. As discussed above, the Multi-Tenant Retail Disposition is presented as discontinued operations as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 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, 2025 and 2024, we had six and 13 properties classified as held for sale, respectively.

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 ident

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]