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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2026
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events until the date these condensed consolidated financial statements are issued. Significant subsequent events are described below: Preferred Dividends On March 17, 2026, the Company’s board of directors declared Series A Preferred Stock dividends payable of $0.8 million for the first quarter of 2026, which were paid on April 15, 2026. On May 7, 2026, the Company’s board of directors declared Series A Preferred Stock dividends payable of $0.8 million for the second quarter of 2026, which are scheduled to be paid on July 15, 2026. Common Stock and OP Unit Distributions On January 16, 2026, the Company’s board of directors authorized monthly distributions of $0.10 per share payable to common stockholders and OP Unit holders of record as of March 31, 2026, which were paid April 15, 2026. On March 17, 2026, the Board authorized and the Company declared monthly distributions of $0.10 per share payable to common stockholders and OP Unit holders of record as of April 30, 2026, which were paid on about May 15, 2026. On May 7, 2026, the Board authorized and the Company declared monthly distributions of $0.10 per share payable to common stockholders and OP Unit holders of record as of July 31, 2026 and August 31, 2026, which are scheduled to be paid on or about August 14, 2026 and September 15, 2026, respectively. The per share monthly distribution rate of $0.10 per share of Common Stock is equivalent to an annualized rate of $1.20 per share. Agreement and Plan of Merger with Global Net Lease, Inc. On May 3, 2026, the Company and the Operating Partnership (together, the “Company Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Net Lease, Inc. (“GNL”), GNL Motion Merger Sub, LLC (“GNL Merger Sub”), Global Net Lease Operating Partnership, L.P. (the “GNL Operating Partnership”) and GNL Motion OpCo Merger Sub, LLC (“Opco Merger Sub” and, together with GNL, GNL Merger Sub and the GNL Operating Partnership, the “GNL Parties”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including approval of the Company’s stockholders, the Company will merge with and into GNL Merger Sub with GNL Merger Sub being the surviving entity (such merger transaction, the “Company Merger”) at the effective time of the Company Merger (the “Company Merger Effective Time”). Contemporaneously therewith or immediately following the Company Merger, OpCo Merger Sub will merge with and into the Operating Partnership with the Operating Partnership being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Company Merger, the “Merger”) at the effective time of the OpCo Merger (the “OpCo Merger Effective Time”). At the Company Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, (i) each share of Class C Common Stock will be converted into the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (the “GNL Common Stock”), without interest, plus the right to receive cash in lieu of any fractional shares of GNL Common Stock, if any, without interest (the “Common Stock Merger Consideration”), and (ii) each share of Series A Preferred Stock will be converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to but not including, the Closing Date (the “Preferred Stock Merger Consideration” and, together with the Common Stock Merger Consideration, the “Merger Consideration”). Immediately prior to the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding Class X OP Unit will immediately vest in full and be converted into one Class C OP Unit. At the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding Class C OP Unit will be converted into the right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership designated as OP Units (as defined in the agreement of limited partnership of GNL Operating Partnership, “GNL OP Units”), plus the right to receive cash in lieu of any fractional GNL OP Units, if any, without interest. Following the Company Merger Effective Time, the Class C Common Stock and Series A Preferred Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended. The Merger Agreement contains customary representations, warranties and covenants made by the Company Parties and the GNL Parties, including, among others, covenants of each of the Company Parties and the GNL Parties regarding the conduct of their respective businesses during the pendency of the transactions contemplated by the Merger Agreement and other matters. The Merger Agreement may be terminated by either party under certain circumstances, including if the Merger has not closed on or before February 3, 2027, or upon the failure to receive the approval of the Company’s stockholders. Upon termination under certain specified circumstances, a termination fee may be payable by either the Company or GNL. Additional information regarding the Merger Agreement and the proposed Merger is included in the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2026.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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