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 5, 2022

Griffin Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-55605

Maryland		46-4654479
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1520 E. Grand Avenue, El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 606-3200

(Registrant's telephone number, including area code)

None

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
____________________	_________________	____________________
None	None	None

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 5, 2022, Griffin Realty Trust, Inc. (the "Registrant") issued a press release regarding its strategic monetization process. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Registrant also posted to its website (www.grtreit.com) a prerecorded webcast presentation, a press release and an investor question and answer sheet (“Q&A”) regarding its strategic monetization process. The press release, presentation, script of the prerecorded webcast presentation and the Q&A are furnished as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, to this Current Report on Form 8-K and are each incorporated by reference herein.

The information being furnished pursuant to Item 7.01 shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description
99.1						Press Release, dated August 5, 2022
99.2						Presentation Regarding GRT Strategic Update, dated August 5, 2022
99.3						Script, dated August 5, 2022
99.4						Questions and Answers, dated August 5, 2022
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of 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”). The Registrant intends for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The forward-looking statements contained in this Current Report on Form 8-K reflect the Registrant's current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause the Registrant's actual results to differ significantly from those expressed in any forward-looking statement.

Additional Information and Where to Find It

In connection with its 2022 annual meeting of stockholders (“Annual Meeting”), the Registrant filed a preliminary proxy statement on Schedule 14A on August 5, 2022, with the Securities and Exchange Commission (the “SEC”). Promptly after filing its definitive proxy statement with the SEC, the Registrant intends to mail or otherwise provide the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Annual Meeting. INVESTORS AND SECURITY HOLDERS OF THE REGISTRANT ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE ANNUAL MEETING THAT THE REGISTRANT FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING. The definitive proxy statement, the preliminary proxy statement and any other documents filed by the Registrant with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or at the “Investors” section of our website at www.grtreit.com or by writing to Griffin Realty Trust, Inc., Attention: Secretary, 1520 E. Grand Avenue, El Segundo, California 90245.

The Registrant and its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the Registrant’s stockholders with respect to the Annual Meeting. Information about the Registrant’s directors and executive officers and their ownership of the Registrant’s securities is set forth in the Registrant’s preliminary proxy statement for the Annual Meeting on Schedule 14A filed with the SEC on August 5, 2022. You can obtain free copies of these documents at the SEC’s website at www.sec.gov or at the “Investors” section of our website at www.grtreit.com. Additional information regarding the identity of participants in the solicitation of proxies will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the Annual Meeting.

Signature(s)

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 hereunto duly authorized.

		Griffin Realty Trust, Inc.

Date: August 5, 2022	By:	/s/ Javier F. Bitar
		Javier F. Bitar
		Chief Financial Officer and Treasurer

Exhibit 99.1

GRT Announces Strategic Monetization Process,

Updates Net Asset Value and Reinstates Share Redemption Plan

Webcast Recording Available on GRT’s website at grtreit.com

El Segundo, Calif. - August 5, 2022 – Griffin Realty Trust, Inc. (“GRT” or the “Company”) today announced a strategic monetization process intended to provide stockholders with liquidity and value maximization, published an updated Net Asset Value (“NAV”) as of June 30, 2022, and reinstated redemptions under the Company’s share redemption program under certain limited circumstances.

The strategic monetization process is the result of the Company’s previously announced review of strategic alternatives, which has been guided by its financial advisors, Goldman Sachs, Eastdil Secured, and BofA Securities. The strategic monetization process will involve a separation of GRT by spinning off a new public company that will own a curated portfolio of primarily industrial assets, as well as certain office assets, listing that company’s shares on a national exchange, and providing stockholders with freely tradeable shares in this new public company. Following the separation, GRT intends to sell its remaining portfolio of primarily office assets over time and distribute net proceeds to stockholders. Once these remaining assets have been sold, GRT intends to fully liquidate and cease operations.

In order to facilitate this separation in the most tax efficient manner, the Company will be seeking stockholder approval to convert from a Maryland corporation to a Maryland real estate investment trust prior to proceeding with the spin off transaction.

Michael Escalante, GRT’s President and Chief Executive Officer, commented, “We are pleased to announce this strategic monetization process, and look forward to executing this plan over the coming months. Under the guidance of our financial advisors, we have determined that spinning off a portfolio of primarily industrial properties, as well as certain office properties, into a public company and liquidating the remaining assets over time as market conditions dictate will enable us to provide stockholders with the optimal combination of liquidity and value maximization in light of current real estate and capital market conditions.”

Net Asset Value and Share Redemption Plan

Today, GRT reported an updated NAV of $7.42 as of June 30, 2022. This NAV is lower than the Company’s last reported NAV due primarily to a decrease in the value of office properties, which was partially offset by an increase in the value of the Company’s industrial properties. Office properties continue to be negatively impacted by pandemic-related work-from-home trends, while industrial assets continue to benefit from a number of favorable market dynamics, which have further increased over the course of the pandemic.

Today, GRT also adopted an amended and restated Share Redemption Program (the “SRP”). Under the SRP, GRT will redeem shares in connection with a stockholder’s death, qualifying disability or determination of incompetence or incapacitation pursuant to the terms of the SRP. Redemptions under the SRP commence this quarter, and the first “Redemption Date” under the SRP is September 30, 2022.

Prerecorded Webcast and Additional Information

GRT recorded and uploaded to the “Investors” section of its website at grtreit.com a webcast that includes a PowerPoint slide deck with GRT management narrating a presentation that covers the strategic monetization process, updated NAV and reinstated SRP. Related public filings from GRT including a Current Report on Form 8-K and Preliminary Proxy Statement can also be found on GRT’s website.

About Griffin Realty Trust, Inc.

Griffin Realty Trust, Inc. – America’s Blue-Chip Landlord^TM – is an internally managed, publicly registered, non-traded REIT. The Company owns and operates a geographically diversified portfolio of strategically located, high-quality, corporate office and industrial properties that are primarily net leased to single tenants that the Company has determined to be creditworthy. As of June 30, 2022, the Company’s real estate portfolio consisted of 121 properties and one land parcel held for future development, in 26 states consisting substantially of office, warehouse, and manufacturing facilities.

Additional information is available at www.grtreit.com.

Certain statements in this press release are being made pursuant to, and in accordance with, Rule 135 under the Securities Act, as amended (the “Securities Act”) and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The forward-looking statements contained in this press release reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement.

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: general economic and financial conditions; market volatility; inflation; any potential recession or threat of recession; interest rates; the impact of the COVID-19 pandemic and resulting economic disruption on the markets in which we operate and on work-from-home trends, occupancy, rent deferrals and the financial condition of the Company’s tenants; whether any easing of the pandemic or other factors will impact the attractiveness of industrial and/or office assets; whether we will be successful in renewing leases as they expire, including the approximately 10% of office lease expirations scheduled to occur prior to or at the end of 2023 (as a percentage of our contractual base rent before abatements and deducting base year operating expenses for gross and modified gross leases); future financial and operating results, plans, objectives, expectations and intentions; expected sources of financing and the availability and attractiveness of the terms of any such financing; legislative and regulatory changes that could adversely affect our business; whether we will continue to publish our net asset value on an annual basis, more frequently or at all; our future capital expenditures, operating expenses, net income, operating income, cash flow and developments and trends of the real estate industry; whether the strategic monetization process will maximize stockholder value; whether the spin off will be completed on the anticipated timing or at all; whether we will be successful in liquidating our remaining assets after the spin off; whether we will effect the strategic monetization process at the time and in a manner that maximizes value for the Company’s stockholders; when stockholders will receive any net proceeds in connection with the disposition of our remaining assets after the spin off; whether we will succeed in our investment objectives; whether the combination of net proceeds from the ultimate sale of your shares of the spin off company and the distribution of the net proceeds by the Company from the sale of the remaining assets will equal our current NAV; our ability to find purchasers for the remaining assets on such terms as our Board of Directors determines to be in the best interests of our stockholders; unanticipated difficulties or expenditures relating to the strategic monetization process or the pursuit of sales of our remaining assets; the response of stockholders, tenants, business partners and competitors to the announcement of the strategic monetization process; legal proceedings that may be instituted against us and others related to the strategic monetization process; risks associated with our dependence on key personnel whose continued service is not guaranteed; risks related to the disruption of management’s attention from ongoing business operations due to pursuit of the strategic monetization process; other factors, including those risks disclosed in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s most recent Annual Report on Form 10-K and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A. “Risk Factors” of the Company’s Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. The Company cautions investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures it makes concerning risks. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. The forward-looking statements speak only as of the date of this press release. Furthermore, the Company disclaims any obligation to publicly update or revise any forward- looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Additional Information and Where to Find It

In connection with its 2022 annual meeting of stockholders (“Annual Meeting”), GRT filed a preliminary proxy statement on Schedule 14A on August 5, 2022, with the Securities and Exchange Commission (the “SEC”). Promptly after filing its definitive proxy statement with the SEC, GRT intends to mail or otherwise provide the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Annual Meeting. INVESTORS AND SECURITY HOLDERS OF GRT ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE ANNUAL MEETING THAT GRT FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING. The definitive proxy statement, the preliminary proxy statement and any other documents filed by GRT with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or at the “Investors” section of our website at www.grtreit.com or by writing to Griffin Realty Trust, Inc., Attention: Secretary, 1520 E. Grand Avenue, El Segundo, California 90245.

GRT and its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from GRT’s stockholders with respect to the Annual Meeting. Information about GRT’s directors and executive officers and their ownership of GRT securities is set forth in GRT’s preliminary proxy statement for the Annual Meeting on Schedule 14A filed with the SEC on August 5, 2022. You can obtain free copies of these documents at the SEC’s website at www.sec.gov or at the “Investors” section of our website at www.grtreit.com. Additional information regarding the identity of participants in the solicitation of proxies will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the Annual Meeting.

Media Contact

Joele Frank, Wilkinson Brimmer Katcher

Meaghan Repko / Kara Sperry

212.355.4449

Exhibit 99.2

GRT Strategic Update August 5, 2022

Disclosures 2 Forward-Looking Statements This presentation contains forw ard-looking statements w ithin the meaning of the Private Securities Litigation Reform Act of 1995 based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forw ard-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forw ard-looking statements by the use of forw ard-looking terminology such as “may,” “w ill,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these w ords and phrases or similar w ords or phrases w hich are predictions of or indicate future events or trends and w hich do not relate solely to historical matters. You can also identify forw ard-looking statements by discussions of strategy, plans or intentions. The forw ard-looking statements contained in this presentation reflect the Company's current view s about future events and are subject to numerous know n and unknow n risks, uncertainties, assumptions and changes in circumstances that may cause the Company's actual results to differ significantly from those expressed in any forw ard-looking statement. The follow ing factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forw ard-looking statements: general economic and financial conditions; market volatility; inflation; any potential recession or threat of recession; interest rates; the impact of the COVID-19 pandemic and resulting economic disruption on the markets in w hich w e operate and on w ork-from-home trends, occupancy, rent deferrals and the financial condition of the Company’s tenants; w hether any easing of the pandemic or other factors w ill impact the attractiveness of industrial and/or office assets; w hether w e w ill be successful in renew ing leases as they expire, including the office leases in the approximately 10% of lease expirations scheduled to occur prior to or at the end of 2023 (as a percentage of our contractual base rent before abatements and deducting base year operating expenses for gross and modified gross leases); future financial and operating results, plans, objectives, expectations and intentions; expected sources of financing and the availability and attractiveness of the terms of any such financing; legislative and regulatory changes that could adversely affect our business; w hether w e w ill continue to publish our net asset value on an annual basis, more frequently or at all; our future capital expenditures, operating expenses, net income, operating income, cash flow and developments and trends of the real estate industry; w hether the Separation (as defined below ) w ill maximize stockholder value; w hether a national securities exchange admit IndustrialCo (as defined below ) shares for trading; w hether any listing of IndustrialCo shares on the New York Stock Exchange w ill be accompanied by a capital raise; w hether w e w ill be successful in liquidating the Company follow ing the Separation by selling the remaining assets of the Company (the “Remaining Assets”) at the optimal time and in the optimal manner, as determined by our management and Board; w hether the Conversion (as defined below ) w ill qualify as a tax-free F reorganization; w hether the Separation w ill occur before the end of 2022 or at all; w hether w e w ill effect the Separation at the time and in a manner that maximizes value for the Company’s stockholders; w hether the Board w ill abandon the Separation after determining that it is no longer inthe best interests of our stockholders to pursue the Separation; w hen stockholders w ill receive any net proceeds in connection w ith the disposition of the Remaining Assets; w hether w e w ill succeed in our investment objectives; w hether the combination of net proceeds from the ultimate sale of your shares of IndustrialCo and the distribution of the net proceeds by the Company from the sale of the Remaining Assetsw ill equal our current NAV; any fluctuation and/or volatility of the trading price of IndustrialCo shares; the amount of the net proceeds to be received by our stockholders from the sale of the Remaining Assets;statements about the expected benefits of the Conversion and/or the Separation; our ability to find purchasers for the Remaining Assets on such terms as our Board determines to be in the best ni terests of our stockholders; unanticipated difficulties or expenditures relating to the Conversion and/or the Separation or the pursuit of sales of our Remaining Assets; the response of stockholders, tenants, business partners and competitors to the announcement of the Conversion and/or the Separation; legal proceedings that may be instituted against us and others related to the Conversion and/or the Separation; risks associated w ith our dependence on key personnel w hose continued service is not guaranteed; risks related to the disruption of management’s attention from ongoing business operations due to pursuit of strategic initiatives; and other factors, including those risks disclosed in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company's most recent Annual Report on Form 10-K and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Quarterly Reports on Form 10-Q filed w ith the U.S. Securities and Exchange Commission. The Company cautions investors not to place undue reliance on these forw ard-looking statements and urge you to carefully review the disclosures it makes concerning risks. While forw ard- looking statements reflect the Company's good faith beliefs, assumptions and expectations, they are not guarantees of futureperformance. The forw ard-looking statements speak only as of the date of this presentation. Furthermore, the Company disclaims any obligation to publicly update or revise any forw ard- looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Disclosures (continued) 2 Our stockholders are cautioned not to place undue reliance on any forw ard-looking statement in this presentation. All forw ard-looking statements are made as of the date of this presentation, and the risk that actual results will differ materially from the expectations expressed in this presentation may increase with the passage of time. In light of the significant uncertainties inherent in the forw ard-looking statements in this presentation, the inclusion of such forw ard-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this presentation w ill be achieved. Note Regarding Certain Statements Relating to a Registered Public Offering Certain statements in this presentation relating to a potential capital raise by IndustrialCo through an initial public offering in connection w ith the listing of IndustrialCo shares on a national securities exchange are being made pursuant to, and in accordance w ith, Rule 135 under the Securities Act of 1933, as amended (the “Securities Act”), and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations or offers to buy, or any sales of securities w ill be made in accordance w ith the registration requirements of the Securities Act. Additional Information and Where to Find It In connection w ith its 2022 annual meeting of stockholders (“Annual Meeting”), GRT filed a preliminary proxy statement on Schedule 14A on August 5, 2022, w ith the Securities and Exchange Commission (the “SEC”). Promptly after filing its definitive proxy statement w ith the SEC, GRT intends to mail or otherw ise provide thedefinitive proxy statement and a proxy card to each stockholder entitled to vote at the Annual Meeting. INVESTORS AND SECURITY HOLDERS OF GRT ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE ANNUAL MEETING THAT GRT FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING. The definitive proxy statement, the preliminary proxy statement and any other documents filed by GRT w ith the SEC may be obtained free of charge at the SEC’s w ebsite at w ww.sec.gov or at the “Investors” section of our w ebsite at w ww.grtreit.comor by w riting to Griffin Realty Trust, Inc., Attention: Secretary, 1520 E. Grand Avenue, El Segundo, California 90245. GRT and its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxei s from GRT’s stockholders w ith respect to the Annual Meeting. Information about GRT’s directors and executive officers and their ow nership of GRT securities is set forth in GRT’s preliminary proxy statement for the Annual Meeting on Schedule 14A filed w ith the SEC on August 5, 2022. You can obtain free copies of these documents at the SEC’s w ebsite at w ww.sec.gov or at the “Investors” section of our w ebsiet at w ww.grtreit.com. Additional information regarding the identity of participants in the solicitation of proxies w ill be set forth in the proxy statement and other materials to be filed w ith the SEC in connection w ith the Annual Meeting.

Participants Michael Escalante Chief Executive Officer, President and Director Javier Bitar Chief Financial Officer and Treasurer 2

Agenda 2 GRT Overview Real Estate and Capital Markets NAV SRP Strategic Monetization Process

GRT Overview 2

GRT Overview Internally managed, publicly registered, non-traded REIT GRT Portfolio Composition* Office 84% of portfolio 98 assets GRT Key Metrics* 88% leased Enterprise Value $5.1 billion Number of Properties 121 Number of States 26 % Occupancy 92.7% WALT 6.1 66.2% Investment Grade** 66.2% Industrial 16% of portfolio 23 assets 100% leased Owner and operator of business essential office and industrial properties Geographically diversified, high-quality portfolio Properties primarily net leased to creditworthy single tenants Led by institutionally trained team of industry veterans *All statistics as of June 30, 2022 ** Investment grade designations are those of either tenants, guarantors and/or non-guarantor parents w ith investment grade ratings or w hat management believes are generally equivalent ratings

Real Estate and Capital Markets 10

Real Estate Market Strengths Strong fundamentals; demand exceeds supply Benefits from rising e-commerce and on- shoring trends Rental rates / values rising Strong investor interest Pressures Higher construction costs due to inflation High prices / low cap rates for acquisitions Strengths Recent positive absorption; flight to quality Net effective rental rates stabilizing; new supply beginning to dissipate Select areas of strength (e.g., Life Sciences) Pressures Challenging fundamentals Lingering COVID disruption Work from home / hybrid work / hoteling Tepid demand; weak leasing activity High renovation / re-tenanting costs due to inflation The industrial sector continues to be viewed as a favored asset class, whereas portions of the office sector have been become challenged Office Sector Industrial Sector Pressures (for both industrial and office): high interest rates, less robust capital markets 10

Capital Markets 10 Commercial real estate transactions and debt & equity capital markets continue to face challenges due to economic uncertainty, rising concern about inflation and higher interest rates and reluctance to transact Public market REIT pricing reflects more pronounced reductions in COVID-challenged sectors, such as office properties Private market pricing has lagged public market pricing Cost of debt capital has increased significantly, and selectivity has heightened In sectors with less favorable fundamentals, such as office properties, cost of debt capital has doubled in the past six months Transaction activity slowing, buyer pools thinning

NAV Update 10

NAV Update The decrease in GRT’s NAV was primarily driven by changes in fair value of office assets1 Office property values were negatively impacted by, among other things, pandemic-related work-from-home trends Industrial property values generally improved due to, among other things, increased demand for warehouse and distribution infrastructure to meet the needs of e-commerce Recent weakness and volatility in capital markets continues to weigh upon real estate asset valuations That market situation, together with our own observations as we pursue sales of properties as part of our strategic monetization plan caused us to select the low end of the range of real estate values calculated by our independent valuation firm in determining our updated NAV. NAV may be updated more frequently than annually as a result of our future transaction activity or other significant developments that could affect our NAV per share. 12 June 30, 2022 June 30, 2021 Real Estate Asset Fair Value (Industrial) $ 1,102,203 $ 977,261 Real Estate Asset Fair Value (Office) 3,712,649 4,639,644 Goodwill (Management Company Value) 230,000 230,000 Interest Rate Swap Unrealized Gain/ (Unrealized Loss) 21,462 (39,317) Perpetual Convertible Preferred Stock (125,000) (125,000) Other Assets, net 155,984 96,635 Total Debt at Fair Value (2,457,002) (2,537,117) Consolidated NAV $ 2,640,296 $ 3,242,106 Total Shares and OP Units Outstanding 355,905,189 356,167,456 Consolidated NAV per share2 $ 7.42 $ 9.10 1 Details regarding the updated NAV and factors contributing to the change are included in GRT’s Form 8 -K filing, which is available on GRT’s website (grtreit.com) as well as on the website of the Securities and Exchange Commission (sec.gov). 2 Components of GRT’s daily NAV as of June 30, 2022 and June 30, 2021, calculated in accordance with GRT’s valuation procedures (in thousands, except share and per share amounts. Reported NAV as of June 30, 2022: $7.42 Last disclosed NAV as of June 30, 2021: $9.10

SRP Update 20

SRP Update 20 Effective August 5, 2022, GRT adopted a Second Amended and Restated Share Redemption Plan (“SRP”) Redemptions under the SRP will be limited to those in connection with stockholder death, qualifying disability or determination of incompetence or incapacitation (DD&I) Commencing this quarter (3Q 2022), GRT will accept new and resubmitted DD&I redemptions requests from stockholders. The first “Redemption Date” under the new SRP is September 30, 2022. The redemption price is GRT’s most recently published NAV1 A full description of the SRP can be found in GRT’s Form 8-K available on the Securities and Exchange Commission website at sec.gov. A copy of the SRP and step-by-step instructions describing the redemption process can be found on GRT’s website at grtreit.com All of these changes were authorized by GRT’s Board to balance requests for liquidity with prudent cash and balance sheet management 1 Components of GRT’s daily NAV as of June 30, 2022 and June 30, 2021, calculated in accordance with GRT’s valuation procedures (in thousands, except share and per share amounts).

Strategic Monetization Process 20

IndustrialCo Spin off new public company, “IndustrialCo,” which will own a curated portfolio of primarily industrial assets, as well as certain office assets IndustrialCo's common shares to be listed (via direct listing with or without capital raise) Stockholders to receive liquidity through receipt of shares that become fully tradable Expected to be completed by end of 2022 IndustrialCo will have separate management team and Board GRT’s Management and Board, together with financial and legal advisors, determined that a separation (the “Separation”) optimally achieves the objective of providing stockholders liquidity while at the same time maximizing stockholder value amidst the current challenging capital markets environment. Strategic Monetization Process Separation GRT Post-Separation Remaining Assets (primarily office assets) to be liquidated over time Stockholders to receive liquidity through distributions of net proceeds Liquidation to be completed as determined by GRT’s Management and Board based upon optimal market timing to maximize value Upon completion of the sale of all Remaining Assets and distribution of net proceeds to stockholders, GRT’s Management intends to wind-up and dissolve the Company GRT Today 20 THE SEPARATION:

Why the Separation? 20 GRT’s Management, Board, and its financial advisors believe that placing a curated selection of primarily industrial assets, as well as certain office assets (which are generally valued favorably by the public market relative to its other assets) into a publicly traded vehicle that has the potential to trade at an attractive price is an ideal path toward maximizing both liquidity and stockholder value GRT’s Management, Board, and its financial advisors also believe current real estate and capital markets conditions do not support a wholesale monetization of the assets that will remain with the Company; there is too much lingering concern over the impact of COVID, rising interest rates and economic uncertainty The Separation leaves behind the Remaining Assets so they can be sold in the private market in the optimal manner at the optimal time with net proceeds distributed to GRT’s stockholders

Why the Conversion? 20 GRT seeks stockholder approval to convert from a Maryland corporation to a Maryland real estate investment trust (the “Conversion”) The Conversion is important because it: Enables GRT’s Board to pursue the Separation in a manner that does not result in substantial adverse tax consequences for stockholders Provides added benefit of maximizing value to stockholders by eliminating future costs, risks and delays associated with obtaining additional stockholder approvals relating to the liquidation of the Company in the future CONVERSION APPROVAL CONVERSION NON-APPROVAL If Conversion is approved: If Conversion is not approved: Company converts to a trust Plan of Liquidation adopted in connection with Separation Consequence: Tax efficient for stockholders Company remains a corporation No Plan of Liquidation adopted in connection with Separation Consequence: Substantial adverse tax consequences for stockholders Costs, risks and delays to liquidate

August 5: File Preliminary Proxy/NAV Update/Second Amended and Restated SRP August-Mid Oct: Proxy Solicitation Period GRT operates Company consistent with strategic monetization process, including: Intended sale of targeted assets General preparation for Separation Mid October: GRT Annual Stockholder Meeting GRT Board meeting to evaluate Separation timing Year End 2022: Expected Separation Date Timing / Next Steps 20

ditional Resources Griffin Realty Trust Website grtreit.com Either click the button labeled “GRT Strategic Update” or click INVESTORS button in upper right corner to access numerous documents, including: Presentation from GRT’s Management Publicly filed documents including GRT’s Form 8-K SRP-related documents, etc. For Stockholders/Investors Email GRT Investor Services at [email protected], or For operational issues call GRT’s dedicated customer service team at 800-679-2112 For Financial Advisors Email GRT’s advisor services team at [email protected], or call Dan Ranchigoda, VP-Product Specialist & Advisor Services at 310-606-3262 20

Exhibit 99.3

Webcast Presentation Script, Dated August 5, 2022

Slide 1

Javier F. Bitar, Chief Financial Officer and Treasurer

Hello and welcome to the prerecorded webcast of Griffin Realty Trust (“GRT”)’s Strategic Update.

My name is Javier Bitar, Chief Financial Officer and Treasurer of GRT.

Joining me today is Michael Escalante, GRT’s President and CEO.

We appreciate this opportunity to share important strategic updates regarding GRT

Slides 2-5

During this call, we will be making forward-looking statements that are based on our current expectations and beliefs. These statements are subject to certain risks and uncertainties, and our actual results may differ materially. I encourage you to consult the risk factors contained in our SEC filings for additional details.

We’ll start today’s webcast with a brief business overview of GRT, followed by a summary of current conditions in the real estate and capital markets.

We’ll then discuss our recently updated Net Asset Value, or NAV, and the resumption of our share redemption program, or SRP, for redemptions in connection with stockholder death, qualifying disability or determination of incompetence or incapacitation.

Next, we will go into the details of our strategic monetization process.

•

The process involves separating the Company by spinning off a new public company and listing its shares on a national exchange, and liquidating the Company’s remaining assets in an optimal manner.

•

We will explain why the Conversion of GRT from a corporation to a trust is important to the strategic monetization process.

•

And, we’ll share why we believe this process will provide our stockholders with liquidity and maximize stockholder value in a tax efficient manner.

•

Next, we’ll share a high-level view of the next steps in this process.

•

And finally, we’ll provide a list of various resources available to stockholders and their financial advisors should you want to access recently filed documents, or have questions about what we are sharing today.

At this time, I would like to turn the call over to Mike.

Slides 6-7

Michael J. Escalante, President and Chief Executive Officer

Thanks, Javier – and thank you to all who are taking the time to listen to this important presentation where we will share the steps we’re taking to provide liquidity and maximize value for stockholders of GRT.

Before getting into the strategic monetization process that we announced this morning, I want to provide a brief overview of our Company and business focus, as that will set the stage for the discussion that follows.

We are an internally managed, publicly registered non-traded REIT.

We own and operate high quality industrial and office single tenant properties…

Which are leased to creditworthy tenants, many investment grade, which is something we believe enabled us to collect approximately 100% of contractual rents throughout COVID.

We also have a veteran, experienced team.

We founded the Company in 2009, and we’ve raised nearly 95% of our equity capital since 2013.

To the right on this slide you can see that, as of June 30^th, our portfolio consisted of 121 assets located in 26 states, is more than 90% leased, with a weighted average lease term of 6.1 years, and GRT has an enterprise value of $5.1 billion, taking into account our latest NAV update.

In the pie chart you can see the vast majority of our assets are office properties, with a smaller concentration in industrial properties…warehouses, logistics centers, etc. So, by number of assets and by property value we are currently primarily an office property company. You can also see that, as of June 30^th, our industrial properties were 100% leased, reflecting our strong industrial portfolio and the solid fundamentals in the industrial sector today.

The same is not true for office properties, which were only 88% leased as of June 30^th, and are currently facing headwinds, due primarily to continuing pandemic-related work-from-home trends. This divergence in prospects between office and industrial properties is one of the key drivers of the strategic monetization process I will walk through in a few minutes.

Slides 8-9

Turning to our real estate and capital markets, I will start with real estate first. Today’s real estate and capital markets are dynamic…more so than at almost any other time in my three-decade-long career.

As I noted earlier, GRT owns two types of commercial real estate properties – primarily net leased office and industrial. Over the last two years, the market dynamics for these two asset classes have become starkly divergent, with the office sector becoming significantly less favorable and the industrial sector becoming more robust than I have ever seen. Most of these trends have been well-publicized, so I’ll just briefly touch on them in the context of what they mean for GRT.

Starting with the industrial sector… on the whole, the industrial sector has been a favored asset class in the U.S. for the past decade, but a confluence of COVID-related trends turbo-charged investors’ attraction to this space. The pandemic pushed a greater share of e-commerce businesses to occupy so called ‘last mile’ facilities close to population centers to fulfill growing consumer demand for same and next-day deliveries. The pandemic also caused significant supply chain disruptions, which led to a shift in bringing suppliers closer to home, further elevating the demand for warehouse space in the U.S.

These strong, pandemic-driven market forces are expected to persist, and for the time being, continue to outweigh challenges caused by the potential for excess development activity. In the final analysis, industrial demand continues to outpace new supply, and as a result, vacancies are down, rental rates are up, as are property values. We’ve experienced these trends in our own portfolio.

Moving to the office sector… unlike industrial assets, office buildings are facing uncertainty in light of pandemic-related work-from-home trends. While many office buildings have contractual leases in place that require tenants to continue to pay rent, space utilization rates are at historical lows. In addition, as these leases roll over, there is uncertainty around potential lease renewals and it is difficult to predict lease duration and whether tenants will want to lease more or less space. On balance, these uncertainties make future cash flow more challenging to estimate, which translates into lower prices investors are willing to pay for office properties. We are also addressing likely higher capital expenditures at lease rollover due to rising inflation. Finally, debt capital for office buildings is currently very expensive if available at all.

This mixture of factors is a key reason why GRT’s NAV, which we will discuss in more detail shortly, is meaningfully lower than it was a year ago.

While headwinds persist in the office sector, we are seeing some positive trends. Rental rates for life sciences spaces are triple the rates for traditional offices, and we’ve experienced increased interest from tenants and key commercial real estate brokers about the possibility of converting office buildings to life science buildings, particularly in the Boston/Cambridge/San Francisco Peninsula and San Diego markets, which are well-known hotbeds for biotech. While this conversion requires a significant upfront investment and won’t be viable for all office buildings, it could be feasible for certain office buildings in our portfolio.

Now, I’ll turn it over to Javier to provide an outlook on capital markets.

Slide 10

Javier F. Bitar, Chief Financial Officer and Treasurer

Thanks, Mike.

Commercial real estate transaction markets, with a few exceptions, have grown less favorable to owners and borrowers over the past six months.

There are several factors adversely affecting transactions in the commercial real estate market today, including economic uncertainty, rising concerns about inflation, higher interest rates and a growing reluctance to transact versus waiting for more clarity.

Public market pricing reflects more pronounced reductions in COVID-challenged sectors, such as office properties.

Additionally, private market pricing has lagged public market pricing, but with similar sector divergence whereby industrial assets are faring better than those in the office sector.

The cost of debt capital has also increased significantly, and lender selectivity and risk aversion has heightened.

In sectors with less favorable fundamentals, such as office, cost of debt capital has doubled in the past six months.

As a result of these factors, transaction activity is slowing, and buyer pools are thinning.

This market overview provides an important framework for a discussion of our just-updated NAV.

Slides 11-12

Today, we announced an updated NAV of $7.42 as of June 30, 2022.

As you may know, the last disclosed NAV was $9.10 as of June 30, 2021.

In the table to the right, on the second line you can see the biggest change from our last NAV calculation is the reduction in the fair value of our office assets

This decrease in fair value of office assets reflects the continuing pandemic-related challenges we discussed previously.

And on line 1, you can see the increase in the fair value of our industrial properties.

Increases in the fair value of industrial assets partially offset lower office property values.

As you move down that table you can see the relatively minor changes in the other components that are part of the NAV calculation.

At the bottom of the table you can see our updated NAV per share of $7.42. Behind that single number is a range of values provided to us and our Board by our Independent Valuation Firm as is the standard practice in our industry. Instead of choosing the midpoint of that range as we have done in the past, we chose the low end of the range to account for the volatility and lower transaction volumes in the real estate and capital markets that we discussed a few minutes ago. Our view is also informed by our own observations as we pursue sales of properties as part of our strategic monetization process.

Our NAV estimates may be updated more frequently than annually as a result of our future transaction activity or other significant developments that could affect our NAV per share.

Additional details regarding the updated NAV and its components are available in our Form 8-K filing, which is available on our website at grtreit.com and on the SEC’s website at sec.gov.

Slides 13-14

Next, let’s pivot to recent changes in our Share Redemption Program – our “SRP”.

Concurrent with the announcement of our updated NAV, we adopted a Second Amended and Restated SRP

Under the SRP, GRT will only redeem shares in connection with a stockholder’s death, qualifying disability or determination of incompetence or incapacitation (“DD&I”).

New and resubmitted redemptions commence this quarter, and the first “Redemption Date” under the new SRP is September 30, 2022,

The redemption price is GRT’s most recently published NAV.

Please note that due to the change in GRT’s NAV, all prior redemption requests must be resubmitted.

Since our dividend reinvestment program –our “DRP”, which in the past funded our SRP and provided a natural cap on redemptions, is no longer in place, in the new SRP our Board instituted a cap on redemptions for DD&I in the aggregate per quarter and year and as a percentage of each share class.

All of these changes were authorized by our Board to balance requests for liquidity with prudent cash and balance sheet management, which is critical in our capital-intensive business.

For a full description of the SRP and step-by-step instructions on how to redeem, please visit our Company website.

I’ll now turn it back to Mike to discuss what we announced this morning about our strategic monetization process.

Slides 15

Michael J. Escalante, President and Chief Executive Officer

Thanks, Javier.

Our management and our Board have been working to provide our stockholders with liquidity while maximizing value, all amidst the backdrop of COVID and more recently, challenging capital markets.

In consultation with our legal advisors and our financial advisors, Goldman Sachs, Eastdil Secured and BofA Securities, we have developed a strategic monetization process that we believe will achieve these outcomes for our stockholders in a tax efficient manner.

This process involves a separation of the Company and a conversion of the Company from a Maryland corporation to a Maryland real estate investment trust. We’ll reference those concepts as the “Separation” and the “Conversion” in our slides and in our comments today.

Slide 16

The strategic monetization process is summarized on this slide #16.

Starting on the left of the slide, our goal in this process is providing stockholders liquidity and maximizing stockholder value amidst the current challenging capital markets environment.

To accomplish that, we will pursue a Separation, which is depicted on the right of this slide.

As shown in the light blue box, we will spin off from GRT a new entity we are temporarily calling IndustrialCo, which will own a curated portfolio of primarily industrial assets, as well as certain desirable office assets, and we will immediately pursue a public listing for that company.

Stockholders will receive shares in IndustrialCo once listed, which will become freely tradable.

IndustrialCo will have a separate management team and Board.

This Separation is expected to be completed by the end of 2022.

We hope you will choose to remain a stockholder in IndustrialCo, an entity we hope will grow and generate more value over time, but that choice will be yours.

If stockholders approve the Conversion, which I’ll discuss in a minute, this spin off should be tax efficient for stockholders.

On the far right of this slide you see in the dark blue box that the remaining assets in the Company, which primarily consist of office assets, and which are generally more heavily discounted by the current public market. We intend to liquidate these office assets over time rather than put them in the IndustrialCo company.

Timing of this liquidation would be determined by management and the Board based upon the optimal time to maximize value.

Slide 17

Why the Separation? It is largely driven by the divergent current market demand for industrial and office assets we’ve discussed repeatedly today.

We, our Board and our financial advisors believe the following:

•

Placing a curated group of primarily industrial assets, as well as certain more desirable office assets, which are generally valued more favorably by the public market relative to our other assets, into a publicly traded vehicle that over time has the potential to trade at an attractive price, is in the best interests of our stockholders to maximize both liquidity and stockholder value.

•

Additionally, given that current real estate and capital markets conditions do not support a wholesale monetization of the Company’s remaining assets at this time, we believe that the remaining assets should be sold by GRT in the private market in the optimal manner and at the optimal time. We believe this flexibility will help the Company generate the highest return for these assets, and reduce the impact of pandemic-related work-from-home trends, rising interest rates and economic uncertainty are currently having on valuations.

Slide 18

Through a stockholder vote, which includes a proxy solicitation process that many of you are familiar with, we are seeking stockholder approval to convert from a Maryland corporation to a Maryland real estate investment trust, again, “the Conversion”, for two key or primary reasons:

It enables our Board to pursue the Separation in a manner that does not result in substantial adverse tax consequences for stockholders.

It provides an added benefit of maximizing value to stockholders by eliminating future costs, risks and delays associated with the Company obtaining additional future stockholder approvals related to the liquidation of GRT.

It’s important to also point out we intend to pursue the Separation regardless of the outcome of the stockholder vote on Conversion.

The adverse tax consequences of the Separation without the Conversion approval are shown on the bottom of the slide where Conversion Approval and Conversion Non-Approval are contrasted.

From a stockholder perspective, you can see the more desirable consequence under the Conversion Approval scenario to the left.

I encourage you to read our proxy materials and as appropriate consult a tax expert to make sure you understand the situation.

Slide 19

Finally, let’s take a look at a summary of the timeline to see when these various steps are estimated to take place.

First, filing the preliminary proxy, which occurred today, kicks off the timeline to Separation, with the Separation expected to be completed prior to the end of 2022.

Next, proxy solicitation, or the contacting of stockholders to obtain their vote, is a roughly two-month process that will start as soon as the proxy is finalized and mailed following SEC review and final approval.

In the interim, GRT will continue to operate the Company consistent with this strategic monetization process, including moving forward with the intended sale of targeted assets, preparing for the Separation and proceeding with properly-submitted redemptions following the end of September.

Should you need additional resources to understand all that we have discussed today there are several different solutions available, as Javier will review on our final slide.

Slide 20

Javier F. Bitar, Chief Financial Officer and Treasurer

Thanks Mike. In addition to this webcast recording, additional resources will be available at our website, grtreit.com.

There are two ways to access that website information: on our landing page click on the button ‘GRT Strategic Update’, or, in the upper right corner of our website click INVESTORS.

Both of those buttons will take you to the INVESTORS section where we have uploaded a recording of this presentation, publicly filed documents including our Form 8-K that provides greater detail on our updated NAV, our new SRP we’ve discussed today, and other helpful documents including the SRP Redemption Form and instructions to help fill out and submit that form. An additional Form 8-K is being filed substantially concurrently with the posting of the recording and this associated script and will be available on our website.

We also have a Frequently Asked Questions document uploaded there.

For stockholders/investors seeking more information you can email our Investor Services Team at [email protected] or if you have an operational issue, call GRT’s dedicated customer service team at 800-679-2112.

Financial advisors can email our Advisor Services team at [email protected] or call Dan Ranchigoda, who is our Product Specialist and Advisor Services VP, at 310-606-3262.

With that, I’ll turn it back over to Mike to wrap up today’s prepared remarks.

Michael J. Escalante, President and Chief Executive Officer

We are confident the strategic monetization process announced today will position GRT to deliver liquidity and maximize value for our stockholders.

We look forward to providing you with updates on our progress.

Thank you for your time today.

Exhibit 99.4

GRT STRATEGIC UPDATE: QUESTIONS AND ANSWERS

What was just announced by GRT?

On August 5, 2022 GRT announced the following:

•

A strategic monetization process

•

An updated Net Asset Value (“NAV”)

•

A reinstitution of share redemptions for those in connection with a stockholder death, qualifying disability or determination of incompetence or incapacitation.

What is the Strategic Monetization Process?

•

The strategic monetization process was developed by GRT management, the Board and GRT’s financial advisors (Goldman Sachs, Eastdil Secured and BofA Securities) as the optimal way to provide stockholders with liquidity while maximizing value, all amidst the backdrop of COVID and challenging capital markets.

•

The process involves a separation of GRT by spinning off a carefully curated portfolio of primarily industrial assets, as well as certain office assets, into a new entity we are temporarily calling IndustrialCo, and immediately listing shares of IndustrialCo on a nationally recognized stock exchange.

•

Upon listing, stockholders will receive shares in IndustrialCo, which will become freely tradable.

•

IndustrialCo will have a separate management team and Board.

•

This separation is expected to be completed by the end of 2022.

•

In order to make the separation tax efficient, GRT is seeking stockholder approval to convert GRT from a Maryland corporation to a Maryland real estate investment trust (which vote is discussed in the Proxy Statement that stockholders will receive via mail in the coming weeks)

•

Remaining assets in GRT, which will primarily consist of office properties and which are generally discounted by the current public market, will be liquidated over time in a manner deemed optimal for value maximization by GRT management and the Board.

•

A prerecorded webcast presentation by GRT management explaining the strategic monetization process (as well as the updated NAV and new SRP discussed below) is available for review on GRT’s website at grtreit.com.

Why is GRT separating?

•

The separation is driven by divergent current market demand for industrial and office properties (the former benefitting from growing e-commerce activity and the latter challenged by pandemic-related work-from-home trends).

•

We believe the separation will maximize stockholder value because it (i) will place the assets to be owned by IndustrialCo, which we believe are more favorably valued by the market relative to our other assets, in a publicly traded vehicle, which has the potential to trade at an attractive price over time, and (ii) will enable the assets that remain with GRT to be sold in the private market at the optimal time, which we believe will generate higher returns to stockholders than placing those assets in a publicly traded vehicle.

Why does GRT plan to convert to a Maryland real estate investment trust?

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Converting GRT from a Maryland corporation to a Maryland real estate investment trust enables the separation to be structured in manner that is more tax efficient for stockholders.

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For this reason, GRT management and the Board recommend a vote FOR this conversion.

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Approval of the conversion is important because it will enable the Board to pursue the path to liquidity and value maximization that it considers to be in the best interest of our stockholders in a manner that does not result in substantial adverse tax consequences to our stockholders. The conversion has the added benefit of maximizing value to our stockholders by eliminating future costs, risks and delays associated with obtaining additional stockholder approvals relating to the liquidation of the Company in the future.

•

In the coming weeks, stockholders will receive the Proxy Statement, which discusses this conversion proposal in greater detail and also recommends an affirmative stockholder vote on other matters.

When is the annual stockholder meeting?

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The date for the annual stockholder meeting will be determined following the Company’s filing of a definitive Proxy Statement and will be included in the materials that are mailed to our stockholders.

What is the updated Net Asset Value (NAV)?

•

The updated NAV is $7.42 as of June 30, 2022

What caused the change in the NAV?

•

The NAV is lower than the last disclosed NAV of $9.10 as of June 30, 2021 primarily due to a reduction in the fair value of GRT’s office properties reflecting continuing pandemic-related challenges and work-from-home trends, partially offset by an increase in the value of GRT’s industrial properties, which have experienced strong fundamentals primarily due to growing e-commerce and on-shoring of supply chains.

•

Given this market volatility, and our own observations as we pursue sales of properties as part of our strategic monetization plan, in determining our updated NAV we selected the low end of the range of real estate values calculated by our independent valuation firm. Our NAV estimates may be updated more frequently than annually as a result of our future transaction activity or other significant developments that could affect our NAV per share.

Has GRT reinstated a Share Redemption Plan?

•

Yes, concurrent with the announcement of our updated NAV, GRT adopted a Second Amended and Restated Share Redemption Plan (“SRP”)

•

Under the SRP, GRT will redeem shares in connection with a stockholder’s death, qualifying disability or determination of incompetence or incapacitation (“DD&I”).

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New redemption requests for DD&I can be submitted now, and the first Redemption Date is September 30, 2022.

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Stockholders should visit GRT’s website to review information including a copy of the SRP as well as step-by-step instructions on how to submit redemption requests.

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Please be aware that given the change in NAV, all prior redemption requests, including those for DD&I, are no longer valid and new redemption requests must be submitted.

What are stockholders being asked to do?

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Stockholders will receive a Proxy Statement in the mail in the coming weeks.

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We are requesting that stockholders vote YES for a proposal to approve the conversion of the Company from a Maryland corporation to a Maryland real estate investment trust.

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We are also asking for stockholders to vote YES on four (4) other matters as follows:

(i)

the election of eight directors to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualify,

(ii)

the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022,

(iii)

the approval, on an advisory (non-binding) basis, of the compensation paid to the Company’s named executive officers, and

(iv)

the approval of the adjournment of the annual meeting to a later date if necessary to solicit additional proxies if necessary to approve the conversion proposal.

•

We are encouraging stockholders to read and understand the Proxy Statement, and submit their proxies in a timely manner. Doing so will save GRT both time and money, and enable the Company to be more timely in the execution of the strategic monetization process.

10.

Where can Advisors and Investors go to get more information?

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Extensive information is available on GRT’s website at grtreit.com. There are two ways to access this information from the landing page of the website:

o Click the ‘GRT Strategic Update’ button.

o Click the INVESTORS button.

In each case, you will be directed to the INVESTORS section of the site where GRT has linked key documents related to the strategic monetization process, including a prerecorded webcast presentation from GRT management and GRT’s recently filed Form 8-K and other public documents. Publicly filed documents can also be found on the SEC website at sec.org.

•

Stockholders can also email our Investor Services Team at [email protected], or for operational issues call GRT’s dedicated customer service team at 800-679-2112.

•

Financial Advisors can email our advisor services team at [email protected], or call Dan Ranchigoda, Vice President, Product Specialist & Advisor Services, at 310-606-3262.

Disclosures

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

These Questions and Answers contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The forward-looking statements contained in these Questions and Answers reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement.

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: general economic and financial conditions; market volatility; inflation; any potential recession or threat of recession; interest rates; the impact of the COVID-19 pandemic and resulting economic disruption on the markets in which we operate and on work-from-home trends, occupancy, rent deferrals and the financial condition of the Company’s tenants; whether any easing of the pandemic or other factors will impact the attractiveness of industrial and/or office assets; whether we will be successful in renewing leases as they expire, including the approximately 10% of office lease expirations scheduled to occur prior to or at the end of 2023 (as a percentage of our contractual base rent before abatements and deducting base year operating expenses for gross and modified gross leases); future financial and operating results, plans, objectives, expectations and intentions; expected sources of financing and the availability and attractiveness of the terms of any such financing; legislative and regulatory changes that could adversely affect our business; whether we will continue to publish our net asset value on an annual basis, more frequently or at all; our future capital expenditures, operating expenses, net income, operating income, cash flow and developments and trends of the real estate industry; whether the separation will maximize stockholder value; whether the NYSE will admit IndustrialCo shares for trading; whether any listing of IndustrialCo shares on the NYSE will be accompanied by a capital raise; whether we will be successful in liquidating the Company following the separation by selling the remaining assets at the optimal time and in the optimal manner, as determined by our management and Board; whether the conversion will qualify as a tax-free F reorganization; whether the separation will occur before the end of 2022 or at all; whether we will effect the separation at the time and in a manner that maximizes value for the Company’s stockholders; whether the Board will abandon the separation after determining that it is no longer in the best interests of our stockholders to pursue the separation; when stockholders will receive any net proceeds in connection with the disposition of the remaining assets; whether we will succeed in our investment objectives; whether the combination of net proceeds from the ultimate sale of your shares of IndustrialCo and the distribution of the net proceeds by the Company from the sale of the remaining assets will equal our current NAV; any fluctuation and/or volatility of the trading price of IndustrialCo shares; the amount of the net proceeds to be received by our stockholders from the sale of the remaining assets; statements about the expected benefits of the conversion and/or the separation; our ability to find purchasers for the remaining assets on such terms as our Board determines to be in the best interests of our stockholders; unanticipated difficulties or expenditures relating to the conversion and/or the separation or the pursuit of sales of our remaining assets; the response of stockholders, tenants, business partners and competitors to the announcement of the conversion and/or the separation; legal proceedings that may be instituted against us and others related to the conversion and/or the separation; risks associated with our dependence on key personnel whose continued service is not guaranteed; risks related to the disruption of management’s attention from ongoing business operations due to pursuit of strategic initiatives; and other factors, including those risks disclosed in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s most recent Annual Report on Form 10-K and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. The Company cautions investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures it makes concerning risks. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. The forward-looking statements speak only as of the date of these Questions and Answers. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Our stockholders are cautioned not to place undue reliance on any forward-looking statement in these Questions and Answers. All forward-looking statements are made as of the date of these Questions and Answers, and the risk that actual results will differ materially from the expectations expressed in these Questions and Answers may increase with the passage of time. In light of the significant uncertainties inherent in the forward-looking statements in these Questions and Answers, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in these Questions and Answers will be achieved.

Note Regarding Certain Statements Relating to a Registered Public Offering

Certain statements in these Questions and Answers relating to a potential capital raise by IndustrialCo through an IPO in connection with the listing of IndustrialCo shares on the NYSE in connection with the listing are being made pursuant to, and in accordance with, Rule 135 under the Securities Act and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

Additional Information and Where to Find It