8-K

Net Lease Office Properties (NLOP)

8-K 2025-08-06 For: 2025-08-06
View Original
Added on April 08, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 6, 2025

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Net Lease Office Properties

(Exact Name of Registrant as Specified in its Charter)

Maryland 001-41812 92-0887849
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
One Manhattan West, 395 9th Avenue, 58th Floor
New York, New York 10001
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (844) 656-7348

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share NLOP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure.

On August 6, 2025, Net Lease Office Properties (the “Company”) made available certain unaudited supplemental financial information at June 30, 2025. A copy of this supplemental information is attached as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Supplemental financial information of the Company at June 30, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements 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.

Net Lease Office Properties
Date: August 6, 2025 By: /s/ ToniAnn Sanzone
ToniAnn Sanzone
Chief Financial Officer

Document

Exhibit 99.1

Net Lease Office Properties

Supplemental Financial Information

Second Quarter 2025

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Terms and Definitions

As used in this supplemental package, the terms “Net Lease Office Properties,” “NLOP,” “we,” “us” and “our” include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follows:

REIT Real estate investment trust
WPC W. P. Carey Inc., a net-lease REIT (also our “Advisor”)
U.S. United States
ABR Contractual minimum annualized base rent
NAREIT National Association of Real Estate Investment Trusts (an industry trade group)
WALT Weighted-average lease term
CPI Consumer price index

Important Note Regarding Non-GAAP Financial Measures

This supplemental package includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles (“GAAP”), including funds from operations (“FFO”); adjusted funds from operations (“AFFO”); pro rata cash net operating income (“pro rata cash NOI”); and normalized pro rata cash NOI. FFO is a non-GAAP measure defined by NAREIT. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures are provided within this supplemental package. In addition, refer to the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of these non-GAAP financial measures and other metrics.

Amounts may not sum to totals due to rounding.

Net Lease Office Properties

Supplemental Information – Second Quarter 2025

| Table of Contents | | --- || Summary Metrics | 1 | | --- | --- | | Components of Net Asset Value | 2 | | Consolidated Statement of Operations | 3 | | FFO and AFFO, Consolidated | 4 | | Consolidated Balance Sheets | 5 | | Capitalization | 6 | | Debt Overview | 7 | | Dispositions | 8 | | Capital Expenditures and Leasing Activity | 9 | | Top Ten Tenants | 10 | | Lease Expirations | 11 | | Property List | 12 | | Appendix | | | Normalized Pro Rata Cash NOI | 15 | | Disclosures Regarding Non-GAAP and Other Metrics | 17 |

Net Lease Office Properties

Second Quarter 2025

Summary Metrics

As of or for the three months ended June 30, 2025.

Financial Results
Revenues, including reimbursable costs – consolidated ($000s) $ 29,174
Net loss attributable to NLOP ($000s) (81,540)
Net loss attributable to NLOP per diluted share (5.50)
Normalized pro rata cash NOI ($000s) (a) (b) 20,375
AFFO attributable to NLOP ($000s) (a) (b) 16,909
AFFO attributable to NLOP per diluted share (a) (b) 1.14
Balance Sheet and Capitalization
Equity market capitalization – based on quarter end share price of $32.55 ($000s) $ 482,198
Total consolidated debt ($000s) 117,170
Gross assets ($000s) (c) 811,531
Total consolidated debt to gross assets 14.4 %
Advisory Fees and Reimbursements Paid to WPC
Asset management fees (d) $ 1,209
Administrative reimbursements (e) 1,000
Portfolio (Pro Rata) (b)
ABR (in thousands) (f) $ 87,987
Number of properties 36
Number of tenants 39
Occupancy 88.1 %
Weighted-average lease term (in years) 4.0
Leasable square footage (in thousands) (g) 5,304
ABR from investment grade tenants as a % of total ABR (h) 44.0 %
Dispositions – number of properties sold 1
Dispositions – gross proceeds (in thousands) $ 16,300
Subsequent to Quarter End
Dispositions – number of properties sold 1
Dispositions – gross proceeds (in thousands) $ 25,180
Special cash distribution – gross distributions (in thousands) (i) $ 45,924
Special cash distribution – per share (i) 3.10

________

(a)Normalized pro rata cash NOI and AFFO are non-GAAP measures. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of our non-GAAP measures and for details on how certain non-GAAP measures are calculated.

(b)Presented on a pro rata basis. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.

(c)Gross assets represent consolidated total assets before accumulated depreciation on buildings and improvements. Gross assets are net of accumulated amortization on in-place lease intangible assets of $121.2 million and above-market rent intangible assets of $18.9 million.

(d)Pursuant to certain advisory agreements, our Advisor provides us with strategic management services, including asset management, property disposition support, and various related services. We pay our Advisor an asset management fee that was initially set at an annual amount of $7.5 million and is being proportionately reduced each month following the disposition of each portfolio property.

(e)Pursuant to certain advisory agreements, we will reimburse our Advisor a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters.

(f)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of ABR.

(g)Excludes 570,999 of operating square footage for a parking garage at a domestic property.

(h)Percentage of portfolio is based on ABR, as of June 30, 2025. Includes tenants or guarantors with investment grade ratings (28.1%) and subsidiaries of non-guarantor parent companies with investment grade ratings (15.9%). Investment grade refers to an entity with a rating of BBB- or higher from Standard & Poor’s Ratings Services or Baa3 or higher from Moody’s Investors Service. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of ABR.

(i)In August 2025, our Board of Trustees declared a special cash distribution of $3.10 per share, totaling approximately $45.9 million. The distribution is payable on September 3, 2025 to shareholders of record as of August 18, 2025.

Net Lease Office Properties 1

Net Lease Office Properties

Second Quarter 2025

Components of Net Asset Value

In thousands.

Three Months Ended June 30, 2025
Normalized Pro Rata Cash NOI (a) (b) $ 20,375
Balance Sheet – Selected Information As of June 30, 2025
Assets
Book value of select real estate (c) $ 13,230
Cash and cash equivalents 54,146
Restricted cash, including escrow 2,043
Other assets, net:
Straight-line rent adjustments $ 18,808
Prepaid expenses 3,608
Deferred charges 2,494
Accounts receivable 1,349
Taxes receivable 194
Other 3,512
Total other assets, net $ 29,965
Liabilities
Non-recourse mortgages, net (d) $ 117,102
Accounts payable, accrued expenses and other liabilities:
Accounts payable and accrued expenses $ 11,234
Prepaid and deferred rents 9,133
Accrued taxes payable 999
Tenant security deposits 814
Operating lease liabilities 222
Other 21,047
Total accounts payable, accrued expenses and other liabilities $ 43,449

________

(a)Normalized pro rata cash NOI is a non-GAAP measure. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of our non-GAAP measures and for details on how they are calculated.

(b)Presented on a pro rata basis. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.

(c)Represents the value of real estate not appropriately captured in normalized pro rata cash NOI, such as vacant assets.

(d)Excludes unamortized premium, net totaling $0.1 million as of June 30, 2025.

Net Lease Office Properties 2

Net Lease Office Properties

Second Quarter 2025

Consolidated Statement of Operations

In thousands, except share and per share amounts.

Three Months Ended June 30, 2025
Revenues
Lease revenues $ 27,508
Other lease-related income 1,666
29,174
Operating Expenses
Impairment charges — real estate (a) 81,817
Depreciation and amortization 9,687
Reimbursable tenant costs 6,537
Property expenses, excluding reimbursable tenant costs 2,244
General and administrative (b) 2,144
Asset management fees (c) 1,209
103,638
Other Income and Expenses
Interest expense (d) (4,400)
Loss on sale of real estate, net (3,251)
Other gains and (losses) 697
(6,954)
Loss before income taxes (81,418)
Provision for income taxes (100)
Net Loss (81,518)
Net income attributable to noncontrolling interests (22)
Net Loss Attributable to NLOP $ (81,540)
Basic and Diluted Loss Per Share $ (5.50)
Weighted-Average Shares Outstanding
Basic and Diluted 14,814,075

________

(a)Primarily comprised of an impairment charge of $81.6 million recognized on the KBR, Inc. property in Houston, Texas.

(b)Includes $1.0 million of administrative reimbursements to our Advisor.

(c)Amount is comprised of fees paid to Advisor for strategic management services, including asset management, property disposition support, and various related services.

(d)Includes $2.9 million of non-cash amortization of deferred financing costs.

Net Lease Office Properties 3

Net Lease Office Properties

Second Quarter 2025

FFO and AFFO, Consolidated

In thousands, except share and per share amounts.

Three Months Ended June 30, 2025
Net loss attributable to NLOP $ (81,540)
Adjustments:
Impairment charges — real estate (a) 81,817
Depreciation and amortization of real property 9,688
Loss on sale of real estate, net 3,251
Proportionate share of adjustments for noncontrolling interests (b) (52)
Total adjustments 94,704
FFO (as defined by NAREIT) Attributable to NLOP (c) 13,164
Adjustments:
Amortization of deferred financing costs 2,900
Straight-line and other leasing and financing adjustments 726
Above- and below-market rent intangible lease amortization, net 316
Other (gains) and losses (293)
Other amortization and non-cash items 109
Proportionate share of adjustments for noncontrolling interests (b) (13)
Total adjustments 3,745
AFFO Attributable to NLOP (c) $ 16,909
Summary
FFO (as defined by NAREIT) attributable to NLOP (c) $ 13,164
FFO (as defined by NAREIT) attributable to NLOP per diluted share (c) $ 0.89
AFFO attributable to NLOP (c) $ 16,909
AFFO attributable to NLOP per diluted share (c) $ 1.14
Diluted weighted-average shares outstanding 14,814,075

________

(a)Primarily comprised of an impairment charge of $81.6 million recognized on the KBR, Inc. property in Houston, Texas.

(b)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.

(c)FFO and AFFO are non-GAAP measures. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of our non-GAAP measures.

Net Lease Office Properties 4

Net Lease Office Properties

Second Quarter 2025

Consolidated Balance Sheets

In thousands, except share and per share amounts.

June 30, 2025 December 31, 2024
Assets
Investments in real estate:
Land, buildings and improvements $ 581,913 $ 730,345
In-place lease intangible assets and other 191,977 209,968
Above-market rent intangible assets 29,742 30,512
Investments in real estate 803,632 970,825
Accumulated depreciation and amortization (282,999) (292,679)
Assets held for sale, net 61,868 29,297
Net investments in real estate 582,501 707,443
Cash and cash equivalents 54,146 25,121
Restricted cash 2,043 43,305
Other assets, net 29,965 29,200
Total assets $ 668,655 $ 805,069
Liabilities and Equity
Debt:
Non-recourse mortgages, net $ 117,170 $ 111,259
NLOP Mezzanine Loan, net 57,957
Debt, net 117,170 169,216
Accounts payable, accrued expenses and other liabilities 43,449 44,145
Below-market rent intangible liabilities, net 3,985 6,305
Total liabilities 164,604 219,666
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued
Common stock, $0.001 par value, 45,000,000 shares authorized; 14,814,075 and 14,814,075 shares, respectively, issued and outstanding 15 15
Additional paid-in capital 855,813 855,813
Distributions in excess of accumulated earnings (315,491) (234,443)
Accumulated other comprehensive loss (40,323) (40,157)
Total shareholders' equity 500,014 581,228
Noncontrolling interests 4,037 4,175
Total equity 504,051 585,403
Total liabilities and equity $ 668,655 $ 805,069
Net Lease Office Properties 5
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Net Lease Office Properties

Second Quarter 2025

Capitalization

In thousands, except share and per share amounts. As of June 30, 2025.

Total Enterprise Value Shares Share Price Market Value
Equity
Common equity 14,814,075 $ 32.55 $ 482,198
Total Equity Market Capitalization 482,198
Outstanding Balance (a)
Debt
Non-recourse mortgages 117,102
Total Debt 117,102
Less: Cash and cash equivalents (54,146)
Net Debt 62,956
Total Enterprise Value $ 545,154

________

(a)Excludes unamortized premium, net totaling $0.1 million as of June 30, 2025.

Net Lease Office Properties 6

Net Lease Office Properties

Second Quarter 2025

Debt Overview

Dollars in thousands. Pro rata. As of June 30, 2025.

Maturity Date Fixed / Floating Interest Rate Total Outstanding Balance (a) % of Total
Mortgages (Tenant Listed)
Northrop Grumman Systems Corporation (b) 1/6/2025 Fixed 9.2 % $ 25,220 21.5 %
Acosta, Inc. 8/6/2025 Fixed 4.4 % 9,768 8.3 %
Siemens AS (c) 12/15/2025 Floating 4.9 % 45,451 38.9 %
Midcontinent Independent Stm Op Inc. 3/6/2026 Fixed 7.0 % 8,796 7.5 %
North American Lighting, Inc. 5/6/2026 Fixed 6.3 % 5,967 5.1 %
Intuit Inc. 7/6/2026 Fixed 7.0 % 21,900 18.7 %
Total Debt Outstanding 6.4 % $ 117,102 100.0 %

________

(a)Excludes unamortized premium, net totaling $0.1 million as of June 30, 2025.

(b)We are in default of this non-recourse mortgage loan, as the loan was not repaid on the maturity date and the lender has the right to commence foreclosure proceedings. As of the date of this report, the lender has not exercised such a right. Since we are in default, our interest rate is 9.2% (5.0% default rate plus 4.2% base interest rate).

(c)This non-recourse mortgage loan is in a loan-to-value covenant breach as of June 30, 2025, and the lender has the right to commence foreclosure proceedings. As of the date of this report, the lender has not exercised such a right.

Net Lease Office Properties 7

Net Lease Office Properties

Second Quarter 2025

Dispositions

Dollars in thousands. Pro rata.

Tenant / Lease Guarantor Property Location(s) Gross Sale Price ABR (a) Closing Date Gross Square Footage
4Q23
Raytheon Company Tucson, AZ $ 24,575 $ 1,978 Dec-23 143,650
Carhartt, Inc. Dearborn, MI 9,806 748 Dec-23 58,722
BCBSM, Inc. Eagan, MN 2,500 298 Dec-23 29,916
AVL Michigan Holding Corporation Plymouth, MI 6,200 575 Dec-23 70,000
4Q23 Total 43,081 3,599 302,288
1Q24
Undisclosed – UK insurance company (b) Newport, United Kingdom 10,497 1,761 Jan-24 80,664
Total E&P Norge AS (b) Stavanger, Norway 33,072 5,185 Mar-24 275,725
1Q24 Total 43,569 6,946 356,389
2Q24
Exelon Generation Company, LLC (c) Warrenville, IL 19,830 2,935 Apr-24 146,745
Vacant (formerly AVT Technology Solutions LLC) (c) Tempe, AZ 13,160 Apr-24 132,070
FedEx Corporation Collierville, TN 62,500 5,491 Apr-24 390,380
DMG MORI SEIKI U.S.A., INC. Hoffman Estates, IL 35,984 2,458 Apr-24 104,598
BCBSM, Inc. (2 properties) Eagan, MN 60,700 4,663 Jun-24 347,472
2Q24 Total 192,174 15,547 1,121,265
3Q24
CVS Health Corporation Scottsdale, AZ 71,500 4,252 Aug-24 354,888
Xileh Holding Inc. Auburn Hills, MI 9,000 711 Sep-24 55,490
3Q24 Total 80,500 4,963 410,378
4Q24
E.On UK PLC (b) Houghton le Spring, United Kingdom 3,924 3,819 Oct-24 217,339
Vacant (formerly BCBSM, Inc.) Eagan, MN 11,650 Nov-24 227,666
Merative L.P. Hartland, WI 6,750 669 Dec-24 81,082
Charter Communications Operating, LLC Bridgeton, MO 7,350 820 Dec-24 78,080
Caremark RX, L.L.C. Chandler, AZ 15,000 1,645 Dec-24 183,000
Cofinity, Inc./ Aetna Life Insurance Co. Southfield, MI 2,500 1,833 Dec-24 94,453
4Q24 Total 47,174 8,786 881,620
1Q25
Emerson Electric Co. Houston, TX 4,180 1,108 Mar-25 52,144
Nokia Corporation (b) Krakow, Poland 5,595 779 Mar-25 53,400
1Q25 Total 9,775 1,887 105,544
2Q25
Vacant (formerly McKesson Corporation) The Woodlands, TX 16,300 May-25 204,063
2Q25 Total 16,300 204,063
Total Dispositions (d) $ 432,573 $ 41,728 3,381,547

________

(a)ABR is pro forma for any agreed to and signed future rent restructurings.

(b)Amount reflects the applicable exchange rate on the date of the transaction.

(c)We transferred ownership of these properties and the related non-recourse mortgage loans to the respective mortgage lenders. Gross proceeds from these dispositions represent the mortgage principal outstanding on the respective dates of transfer.

(d)In July 2025, we disposed of one property, as described in the SummaryMetrics section.

Net Lease Office Properties 8

Net Lease Office Properties

Second Quarter 2025

Capital Expenditures and Leasing Activity

Capital Expenditures

In thousands. For the three months ended June 30, 2025.

Tenant Improvements and Leasing Costs
Tenant Improvements (Tenant Listed)
S&ME, Inc. $ 303
303
Leasing Costs (Tenant Listed)
JPMorgan Chase Bank, N.A. 572
572
Tenant Improvements and Leasing Costs 875
Maintenance Capital Expenditures (Tenant Listed)
JPMorgan Chase Bank, N.A. 195
Pioneer Credit Recovery, Inc. 182
Thermo Fisher Scientific Inc. 129
KBR, Inc. 113
619
Total: Tenant Improvements and Leasing Costs, and Maintenance Capital Expenditures $ 1,494

Leasing Activity

Dollars in thousands. For the three months ended June 30, 2025, except ABR. Pro rata.

Lease Renewals and Extensions (a) Expected Tenant Improvements (000s) Leasing Commissions (000s)
ABR
Tenant Location Square Feet Prior Lease (000s) New Lease (000s) (b) Rent Recapture Incremental Lease Term
Midcontinent Independent Stm Op Inc. (c) Eagan, MN 60,463 81.6 % 10.0 years
Total / Weighted Average (d) 60,463 81.6 % 10.0 years

All values are in US Dollars.

_______

(a)Excludes lease extensions for a period of one year or less.

(b)New lease amounts are based on in-place rents at time of lease commencement and exclude any free rent periods.

(c)New rent commences in March 2026.

(d)Weighted average refers to the incremental lease term.

Net Lease Office Properties 9

Net Lease Office Properties

Second Quarter 2025

Top Ten Tenants

Dollars in thousands. Pro rata. As of June 30, 2025.

Tenant / Lease Guarantor State / Country ABR ABR % Square Footage Number of Properties Weighted-Average Lease Term (Years)
KBR, Inc. (a) Texas $ 20,156 22.9 % 913,713 1 5.0
JPMorgan Chase Bank, N.A. (b) Florida, Texas 9,766 11.1 % 666,869 3 4.3
Siemens AS (c) Norway 4,842 5.5 % 165,905 1 0.5
Thermo Fisher Scientific Inc. North Carolina 4,063 4.6 % 219,812 1 8.4
Omnicom Group, Inc. California 3,961 4.5 % 120,000 1 3.3
R.R. Donnelley & Sons Company Illinois 3,393 3.9 % 167,215 1 2.3
Board of Regents, State of Iowa Iowa 3,254 3.7 % 191,700 1 5.3
Bankers Financial Corporation Florida 3,228 3.7 % 111,357 1 0.1
Google, LLC California 3,018 3.4 % 67,681 1 5.3
Northrop Grumman Systems Corporation Minnesota 2,679 3.0 % 191,336 1 4.4
Total (d) $ 58,360 66.3 % 2,815,588 12 4.2

________

(a)Excludes 570,999 of operating square footage for a parking garage associated with the KBR, Inc. property in Houston, Texas.

(b)A property in Tampa, Florida, was sold in July 2025, as described in the Summary Metrics section.

(c)ABR amount is subject to fluctuations in foreign currency exchange rates.

(d)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.

Net Lease Office Properties 10

Net Lease Office Properties

Second Quarter 2025

Lease Expirations

Dollars in thousands. Pro rata. As of June 30, 2025.

Year of Lease Expiration (a) Number of Leases Expiring Number of Tenants with Leases Expiring ABR ABR % Square Footage (b) Square Footage %
Remaining 2025 7 7 $ 12,142 13.8 % 571,125 10.8 %
2026 6 6 4,940 5.6 % 308,997 5.8 %
2027 7 6 8,879 10.1 % 499,571 9.4 %
2028 7 6 10,551 12.0 % 476,036 9.0 %
2029 4 3 4,597 5.2 % 304,613 5.7 %
2030 7 6 34,720 39.5 % 1,772,623 33.4 %
2031 1 1 631 0.7 % 50,600 1.0 %
2032 2 2 3,721 4.2 % 257,008 4.8 %
2033 1 1 4,063 4.6 % 219,812 4.2 %
2035 1 1 2,050 2.4 % 120,147 2.3 %
2036 1 1 1,148 1.3 % 60,463 1.1 %
2037 1 1 545 0.6 % 31,120 0.6 %
Vacant % 631,438 11.9 %
Total (c) 45 $ 87,987 100.0 % 5,303,553 100.0 %

chart-18fb063f5fd34bfeb44a.jpg

________

(a)Assumes tenants do not exercise any renewal options or purchase options.

(b)Excludes 570,999 of operating square footage for a garage at a domestic property.

(c)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.

Net Lease Office Properties 11

Net Lease Office Properties

Second Quarter 2025

Property List

Dollars in thousands. Pro rata. As of June 30, 2025.

U.S. Assets:

Encumbered Status
# Primary Tenant Industry Credit (a) City State Square Footage (b) ABR Rent Increase Type Date of Next Increase WALT (c) In-Place Mortgage Debt
1 KBR, Inc. (d) (e) Construction & Engineering Non-IG Houston Texas 1,064,788 $21,286 Fixed: One-time 7.78% Jan-27 4.9 $—
2 JPMorgan Chase Bank, N.A. Diversified Banks IG Fort Worth Texas 386,154 $4,850 CPI: 0.0% Floor / 2.0% Cap Mar-26 4.7 $—
3 Thermo Fisher Scientific Inc. Pharmaceuticals IG Morrisville North Carolina 219,812 $4,063 Fixed: 2.00% annually Oct-25 8.4 $—
4 Omnicom Group, Inc. Advertising IG Playa Vista California 120,000 $3,961 None N/A 3.3 $—
5 R.R. Donnelley & Sons Company Commercial Printing Non-IG Warrenville Illinois 167,215 $3,393 Fixed: 2.00% annually Sep-25 2.3 $—
6 Board of Regents, State of Iowa (f) Government Related Services IG Coralville Iowa 191,700 $3,254 CPI: 0.0% Floor / No Cap Nov-25 5.3 $—
7 Bankers Financial Corporation (d) (g) Property & Casualty Insurance Non-IG St. Petersburg Florida 167,581 $3,228 Fixed: 2.50% annually N/A 0.1 $—
8 JPMorgan Chase Bank, N.A. (sold on 7/18/25) Diversified Banks IG Tampa Florida 176,150 $3,053 CPI: 0.0% Floor / 2.0% Cap Mar-26 4.7 $—
9 Google, LLC Internet Software & Services IG Venice California 67,681 $3,018 Fixed: 3.00% annually Nov-25 5.3 $—
10 ICU MEDICAL, INC. (d) (h) Health Care Supplies Non-IG Plymouth Minnesota 182,250 $2,909 Fixed: 3.25% annually N/A 0.3 $—
11 Northrop Grumman Systems Corporation Aerospace & Defense IG Plymouth Minnesota 191,336 $2,679 Fixed: 2.00% annually Dec-25 4.4 $25,220
12 Intuit Inc. Internet Software & Services IG Plano Texas 166,033 $2,577 Fixed: One-time $2.00/SF in '21 N/A 1.0 $21,900
13 Cohesity Inc. Systems Software Non-IG Roseville Minnesota 136,125 $2,255 Fixed: 2.00% annually Dec-25 7.4 $—
14 Cenlar FSB Regional Banks Non-IG Yardley Pennsylvania 105,584 $2,105 Fixed: 2.50% annually Jan-26 3.0 $—
15 iHeartCommunications, Inc. Broadcasting Non-IG San Antonio Texas 120,147 $2,050 Fixed: 2.00% annually Feb-26 9.6 $—
16 JPMorgan Chase Bank, N.A. (d) (e) Diversified Banks IG Tampa Florida 135,733 $1,932 CPI: 0.0% Floor / 2.0% Cap Mar-26 2.6 $—
17 Arbella Service Company, Inc. Property & Casualty Insurance IG Quincy Massachusetts 132,160 $1,850 Fixed: One-time $1.00/SF in '22 N/A 1.9 $—
18 ICF Consulting Group, Inc. IT Consulting & Other Services Non-IG Martinsville Virginia 93,333 $1,830 CPI: 0.0% Floor / No Cap Jan-26 1.6 $—
19 Acosta, Inc. Advertising Non-IG Jacksonville Florida 88,062 $1,541 Fixed: $0.50/SF annually Jul-25 2.1 $9,768
20 Safelite Group, Inc. Specialized Consumer Services Non-IG Rio Rancho New Mexico 94,649 $1,527 Fixed: 2.00% annually Jan-26 3.9 $—
21 Master Lock Company, LLC Building Products Non-IG Oak Creek Wisconsin 120,883 $1,466 Fixed: 2.00% annually Jun-26 6.9 $—
22 Midcontinent Independent Stm Op Inc. (i) Electric Utilities IG Eagan Minnesota 60,463 $1,148 Fixed: 2.50% annually Mar-27 10.7 $8,796
23 North American Lighting, Inc. Auto Parts & Equipment Non-IG Farmington Hills Michigan 75,286 $1,084 Fixed: 2.50% annually N/A 0.8 $5,967
24 Radiate Holdings, L.P. Cable & Satellite Non-IG San Marcos Texas 47,000 $1,074 CPI: 0.0% Floor / 3.0% Cap Aug-25 3.2 $—
25 Arcfield Acquisition Corporation Aerospace & Defense Non-IG King of Prussia Pennsylvania 88,578 $1,000 Fixed: One-time 17.50% in '23 N/A 0.4 $—
26 Pioneer Credit Recovery, Inc. (d) Diversified Support Services Non-IG Moorestown New Jersey 65,567 $931 Fixed: 2.50% annually Jan-26 2.6 $—
27 APCO Holdings, Inc. Property & Casualty Insurance Non-IG Norcross Georgia 50,600 $631 Fixed: 2.50% annually Mar-26 5.7 $— Net Lease Office Properties 12
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28 Undisclosed – multi-national provider of industrial gases Industrial Gases IG Houston Texas 49,821 629 N/A 0.5 $—
--- --- --- --- --- --- --- --- --- --- ---
29 S&ME, Inc. Environmental & Facilities Services Non-IG Raleigh North Carolina 31,120 545 Mar-26 11.7 $—
30 Radiate Holdings, L.P. Cable & Satellite Non-IG Waco Texas 30,699 473 Aug-25 3.2 $—
31 Radiate Holdings, L.P. Cable & Satellite Non-IG Corpus Christi Texas 20,717 355 Aug-25 3.2 $—
32 Radiate Holdings, L.P. Cable & Satellite Non-IG Odessa Texas 21,193 236 Aug-25 3.2 $—
33 Radiate Holdings, L.P. Cable & Satellite Non-IG San Marcos Texas 14,400 212 Aug-25 3.2 $—
34 Vacant (formerly BCBSM, Inc.) (g) N/A N/A Eagan Minnesota 442,542 0 N/A 0.0 $—
35 Vacant (formerly BCBSM, Inc.) (g) N/A N/A Eagan Minnesota 12,286 0 N/A 0.0 $—
U.S. Total (j) 5,137,648 83,145 4.2 $71,651

All values are in US Dollars.

European Asset:

Encumbered Status
# Primary Tenant Industry Credit (a) City Country Square Footage ABR Date of Next Increase WALT (c) In-Place Mortgage Debt
1 Siemens AS Industrial Conglomerates IG Oslo Norway 165,905 4,842 N/A 0.5 $45,451
European Total (j) 165,905 4,842 0.5 $45,451

All values are in US Dollars.

________

_    Indicates an asset that was disposed of in July 2025, as described in the Summary Metrics section.

(a)“IG” refers to investment grade rated tenants.

(b)Excludes 570,999 of operating square footage for a parking garage associated with the KBR, Inc. property in Houston, Texas.

(c)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

(d)Denotes multi-tenant property. Primary tenant generating largest percentage of ABR shown. Industry, credit, rent increase type and next rent increase are for primary tenant.

(e)Denotes leased property that is not 100% occupied.

(f)We own a 90% controlling interest in this consolidated property.

(g)Denotes property that is vacant as of the date of this report.

(h)In July 2025, we entered into a lease amendment with the primary tenant (ICU MEDICAL INC.), taking back a majority of the space for a ten-month lease extension. As of the date of this report, the property is partially leased to two tenants with total ABR of $1.0 million and coterminous lease expirations of May 31, 2026.

(i)In May 2025, we entered into a lease amendment with the tenant to extend the term beyond its current lease expiration of February 2026. ABR during the extension period will reset to $0.9 million, with 2.50% annual rent increases beginning February 2027.

(j)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.

Net Lease Office Properties 13

Net Lease Office Properties

Appendix

Second Quarter 2025

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Net Lease Office Properties 14

Net Lease Office Properties

Second Quarter 2025

Normalized Pro Rata Cash NOI

In thousands.

Three Months Ended June 30, 2025
Consolidated Lease Revenues and Other
Total lease revenues – as reported $ 27,508
Parking garage revenues (a) 495
Less: Consolidated Reimbursable and Non-Reimbursable Property Expenses
Reimbursable property expenses – as reported 6,537
Non-reimbursable property expenses – as reported 2,244
19,222
Adjustments for Pro Rata Ownership of Real Estate Joint Ventures:
Less: Pro rata share of NOI attributable to noncontrolling interests (90)
(90)
19,132
Adjustments for Pro Rata Non-Cash Items:
Add: Straight-line and other leasing and financing adjustments 726
Add: Above- and below-market rent intangible lease amortization 316
Add: Other non-cash items 109
1,151
Pro Rata Cash NOI (b) 20,283
Adjustment to normalize for intra-period dispositions (c) 92
Normalized Pro Rata Cash NOI (b) $ 20,375 Net Lease Office Properties 15
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Net Lease Office Properties

Second Quarter 2025

The following table presents a reconciliation from Net loss attributable to NLOP to Normalized pro rata cash NOI:

Three Months Ended June 30, 2025
Net Loss Attributable to NLOP
Net loss attributable to NLOP – as reported $ (81,540)
Adjustments for Consolidated Operating Expenses
Add: Operating expenses – as reported 103,638
Less: Property expenses, excluding reimbursable tenant costs – as reported (2,244)
101,394
Adjustments for Other Consolidated Revenues and Expenses:
Less: Other lease-related income (excluding parking garage revenues) (1,171)
Less: Reimbursable property expenses – as reported (6,537)
Add: Other income and (expenses) – as reported 6,954
Add: Provision for income taxes – as reported 100
(654)
Other Adjustments:
Add: Straight-line and other leasing and financing adjustments 726
Add: Above- and below-market rent intangible lease amortization 316
Add: Property expenses, excluding reimbursable tenant costs, non-cash 109
Adjustment to normalize for intra-period dispositions (c) 92
Less: Adjustments for pro rata ownership (68)
1,175
Normalized Pro Rata Cash NOI (b) $ 20,375

________

(a)Amount is comprised of revenues from a parking garage at a domestic property and is included in Other lease-related income on our consolidated statements of operations.

(b)Pro rata cash NOI and normalized pro rata cash NOI are non-GAAP measures. See the Disclosures Regarding Non-GAAP and Other Metrics section that follows for a description of our non-GAAP measures and for details on how pro rata cash NOI and normalized pro rata cash NOI are calculated.

(c)For properties disposed of during the period, the adjustment eliminates our pro rata share of cash NOI for the period.

Net Lease Office Properties 16

Net Lease Office Properties

Second Quarter 2025

Disclosures Regarding Non-GAAP and Other Metrics

Non-GAAP Financial Disclosures

FFO and AFFO

Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to, nor a substitute for, net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as restated in December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from the sale of certain real estate, impairment charges on real estate or other assets incidental to the company’s main business, gains or losses on changes in control of interests in real estate, and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO on the same basis.

We also modify the NAREIT computation of FFO to adjust GAAP net income for certain non-cash charges, such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rent and related reserves, other non-cash rent adjustments, non-cash allowance for credit losses on finance leases, stock-based compensation, non-cash environmental accretion expense, amortization of discounts and premiums on debt, and amortization of deferred financing costs. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows. Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, merger and acquisition expenses, and spin-off expenses. We also exclude realized and unrealized gains/losses on foreign currency exchange rate movements, which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income to arrive at AFFO as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our portfolio performance over time and makes it more comparable to other REITs. AFFO also reflects adjustments for jointly owned investments. We use AFFO as one measure of our operating performance when we formulate corporate goals and evaluate the effectiveness of our strategies.

We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, or as alternatives to net cash provided by operating activities computed under GAAP, or as indicators of our ability to fund our cash needs.

Pro Rata Cash NOI

Cash net operating income (“cash NOI”) is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define cash NOI as cash rents from our properties less non-reimbursable property expenses. Cash NOI excludes amortization of intangibles and straight-line rent adjustments that are included in GAAP lease revenues. We present cash NOI on a pro rata basis (“pro rata cash NOI”) to account for our share of income related to noncontrolling interests. We believe that pro rata cash NOI is a helpful measure that both investors and management can use to evaluate the financial performance of our properties and it allows for comparison of our operating performance between periods and to other REITs. Pro rata cash NOI should not be considered as an alternative to net income as an indication of our financial performance or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present cash NOI and/or pro rata cash NOI may not be directly comparable to the way other REITs present such metrics.

Normalized Pro Rata Cash NOI

Normalized pro rata cash NOI is pro rata cash NOI as defined above adjusted primarily to exclude our pro rata share of cash NOI from properties disposed of during the most recent quarter. We believe this measure provides a helpful representation of our net operating income from our in-place leased properties.

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Net Lease Office Properties

Second Quarter 2025

Other Metrics

Pro Rata Metrics

This supplemental package contains certain metrics prepared on a pro rata basis. We refer to these metrics as pro rata metrics. We have one investment in which our economic ownership is less than 100%. On a full consolidation basis, we report 100% of the assets, liabilities, revenues and expenses of this investment that is deemed to be under our control, even though our ownership is less than 100%. On a pro rata basis, we generally present our proportionate share, based on our economic ownership of this jointly owned investment, of the assets, liabilities, revenues and expenses of this investment. Multiplying our jointly owned investment’s financial statement line items by our percentage ownership and adding or subtracting those amounts from our totals, as applicable, may not accurately depict the legal and economic implications of holding an ownership interest of less than 100% in our jointly owned investment.

ABR

ABR represents contractual minimum annualized base rent for our properties and reflects exchange rates as of June 30, 2025. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is presented on a pro rata basis.

Net Lease Office Properties 18