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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-56536

Blue Owl Real Estate Net Lease Trust

(Exact name of registrant as specified in charter)


Maryland			88-1672312
(State or other jurisdiction of incorporation or registration)			(I.R.S. Employer Identification No.)

150 N Riverside Plaza, 37th Floor			60606
Chicago, IL			(Zip Code)
(Address of principal executive offices)

888-215-2015

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2025, the issuer had the following shares outstanding: 263,139,145 Class S shares, 39,069,126 Class N shares, 7,028,526 Class D shares, and 305,194,754 Class I shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements about our business, including, in particular, statements about our plans, strategies and objectives. These forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “identify” or other similar words or the negatives thereof, although not all forward-looking statements include these words. These may include our financial estimates and their underlying assumptions, statements about plans, objectives, intentions and expectations with respect to positioning, including the impact of macroeconomic trends and market forces, future operations, repurchases, acquisitions, future performance, and statements with respect to acquisitions. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. These risks, uncertainties and other factors include, without limitation:

• our future operating results;

• our business prospects and the prospects of the assets in which we may invest;

• the impact of the investments that we expect to make;

• our ability to raise sufficient capital to execute our investment strategy;

• our ability to source adequate investment opportunities to efficiently deploy capital;

• our current and expected financing arrangements and investments;

• the effect of global and national economic and market conditions generally upon our operating results, including, but not limited to, changes with respect to inflation, interest rate changes and supply chain disruptions, geopolitical uncertainty (including the imposition of tariffs and counter-tariffs), and changes in government rules, regulations and fiscal policies;

• the adequacy of our cash resources, financing sources and working capital;

• the timing and amount of cash flows, distributions and dividends, if any, from our investments;

• our contractual arrangements and relationships with third parties;

• actual and potential conflicts of interest with the Adviser or any of its affiliates;

• the dependence of our future success on the general economy and its effect on the assets in which we may invest;

• our use of financial leverage;

• the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

• the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

• our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position;

• the tax status of the assets in which we may invest;

•changes in the economy, particularly those affecting the real estate industry;

•risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy;

•investing in commercial real estate assets involves certain risks, including but not limited to: tenants’ inability to pay rent; increases in interest rates and lack of availability of financing; tenant turnover and vacancies; and changes in supply of or demand for similar properties in a given market;

•adverse conditions in the areas where our investments or the properties underlying such investments are located and local real estate conditions;

•our portfolio is currently concentrated in certain industries and geographies, and, as a consequence, our aggregate return may be substantially affected by adverse economic or business conditions affecting that particular type of asset or geography;

•limitations on our business and our ability to satisfy requirements to maintain our exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or to maintain our qualification as a real estate investment trust (a “REIT”), for U.S. federal income tax purposes;

•since there is no public trading market for our common shares of beneficial interest par value $0.01 per share (“common shares” or “shares”), repurchase of shares by us will likely be the only way to dispose of your shares. Our share repurchase plan (the “Share Repurchase Plan”) provides shareholders with the opportunity to request that we repurchase their shares on a quarterly basis, but we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular calendar quarter in our discretion. In addition, repurchases will be subject to available liquidity and other significant restrictions. Further, our Board of Trustees may make exceptions to, modify and suspend our Share Repurchase Plan if, in its judgement, it deems such action to be in our best interest. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid;

•distributions are not guaranteed and may be funded from sources other than cash flow from operations, including, without limitation, borrowings, offering proceeds, DST proceeds, the sale of our assets, and repayments of our real estate debt investments, and we have no limits on the amounts we may fund from such sources;

•the purchase and repurchase prices for our shares are generally based on our prior month’s net asset value (“NAV”) and are not based on any public trading market. While there will be independent valuations of our properties from time to time, the valuation of properties is inherently subjective and our NAV may not accurately reflect the actual price at which our properties could be liquidated on any given day; and

•future changes in laws or regulations and conditions in our operating areas.

For more information regarding these and other risks and uncertainties that we face, refer to Part I. Item 1A “Risk Factors” in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 13, 2025 and any such updated factors included in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or our prospectus and other filings). Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

TABLE OF CONTENTS


		Page
Part I.	FINANCIAL INFORMATION	1
Item 1.	FINANCIAL STATEMENTS	1
	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	2
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	3
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024	4
	Condensed Consolidated Statement s of Changes in Equity for the three and six months ended June 30, 2025 and 2024	5
	Condensed Consolidated Statement s of Cash Flows for the six months ended June 30, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	62
Item 4.	CONTROLS AND PROCEDURES	62
Part II.	OTHER INFORMATION	62
Item 1.	LEGAL PROCEEDINGS	63
Item 1A.	RISK FACTORS	63
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	63
Item 3.	DEFAULTS UPON SENIOR SECURITIES	64
Item 4.	MINE SAFETY DISCLOSURES	64
Item 5.	OTHER INFORMATION	64
Item 6.	EXHIBITS	64
	SIGNATURES	66

PART I - FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

Blue Owl Real Estate Net Lease Trust

Condensed Consolidated Balance Sheets

(in thousands, except per share data)


	June 30, 2025		December 31, 2024
Assets
Investments in real estate, net	$	2,980,068	$	2,996,309
Investments in unconsolidated real estate affiliates (includes $2,986,233 and $1,742,086 reported at fair value as of June 30, 2025 and December 31, 2024, respectively)	2,991,603		1,747,787
Investments in leases – Financing receivables, net	318,048		535,273
Investments in real estate debt (includes $762,528 and $619,476 reported at fair value as of June 30, 2025 and December 31, 2024, respectively)	935,291		696,052
Intangible assets, net	166,765		168,101
Cash and cash equivalents	283,348		112,718
Restricted cash	47,783		50,069
Other assets	87,237		71,279
Total assets	$	7,810,143	$	6,377,588

Liabilities and Equity
Mortgage notes and credit facilities, net	$	1,418,246	$	1,627,748
Unsecured senior notes, net	126,522		126,345
Due to affiliates	177,855		140,091
Accounts payable and accrued expenses	98,046		100,564
Other liabilities	326,413		88,442
Total liabilities	2,147,082		2,083,190

Redeemable non-controlling interests	67,839		39,952
Redeemable common shares	42,797		56,948

Equity
Common shares — Class S, $0.01 par value per share, 242,926,932 and 186,966,766 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	2,429		1,870
Common shares — Class N, $0.01 par value per share, 34,737,369 and 15,155,627 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	347		152
Common shares — Class D, $0.01 par value per share, 4,602,147 and 1,751,905 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	46		18
Common shares — Class I, $0.01 par value per share, 278,875,945 and 219,267,018 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	2,785		2,192
Additional paid-in capital	5,501,647		4,149,362
Accumulated earnings and cumulative distributions	(195,102)		(187,297)
Accumulated other comprehensive loss	(5,368)		(18,118)
Total Shareholders' Equity	5,306,784		3,948,179
Non-controlling interests	245,641		249,319
Total equity	5,552,425		4,197,498
Total liabilities and equity	$	7,810,143	$	6,377,588

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Real Estate Net Lease Trust

Condensed Consolidated Statements of Operations

(in thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Revenues
Rental revenue	$	57,224	$	48,717	$	112,970	$	99,671
Income from investments in leases - Financing receivables	8,873		15,037		19,180		29,571
Total revenues	66,097		63,754		132,150		129,242

Expenses
Rental property operating	10,010		6,701		17,203		12,788
General and administrative	6,074		7,530		7,512		11,510
Impairment charges	—		4,849		—		4,849
Management fee	18,622		10,323		34,838		18,804
Performance participation allocation	18,331		8,333		30,896		15,162
Depreciation and amortization	26,226		23,115		52,063		46,152
Total expenses	79,263		60,851		142,512		109,265

Other income (expense)
Income from unconsolidated real estate affiliates	76,077		40,094		185,464		73,394
Gain (loss) on dispositions of real estate	—		714		(2,180)		714
Interest expense	(22,739)		(31,838)		(42,913)		(69,103)
Interest income	24,154		2,854		44,334		6,099
Other (expense) income, net	(2,970)		751		(3,813)		515
Total other income (expense), net	74,522		12,575		180,892		11,619
Net income before income taxes	$	61,356	$	15,478	$	170,530	$	31,596
Income tax (benefit) expense	(198)		1,108		81		1,412
Net income	61,554		14,370		170,449		30,184
Net income attributable to non-controlling interests	(3,206)		(1,234)		(9,733)		(2,917)
Net income attributable to ORENT shareholders	$	58,348	$	13,136	$	160,716	$	27,267
Net income per common share – basic	$	0.11	$	0.04	$	0.31	$	0.10
Net income per common share – diluted	$	0.11	$	0.04	$	0.31	$	0.10
Weighted-average common shares outstanding, basic	545,932,592		292,992,195		510,324,741		265,106,090
Weighted-average common shares outstanding, diluted	577,685,020		321,947,289		541,697,950		293,952,425

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Real Estate Net Lease Trust

Condensed Consolidated Statements of Comprehensive Income

(in thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net income	$	61,554	$	14,370	$	170,449	$	30,184
Other comprehensive income:
Change in unrealized (loss) gain on derivative instruments	(6,820)		3,230		(21,044)		24,642
Change in unrealized (loss) gain on AFS investments in real estate debt	(1,327)		(134)		(2,869)		100
Foreign currency translation adjustment	34,209		(3,032)		37,417		(10,078)
Other comprehensive income	26,062		64		13,504		14,664
Comprehensive income	87,616		14,434		183,953		44,848
Comprehensive income attributable to non-controlling interests	(4,692)		(1,351)		(10,487)		(4,598)
Comprehensive income attributable to ORENT shareholders	$	82,924	$	13,083	$	173,466	$	40,250

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Real Estate Net Lease Trust

Condensed Consolidated Statements of Changes in Equity

(in thousands, except per share data)


	Par Value
	Class S Common Shares		Class N Common Shares		Class D Common Shares		Class I Common Shares		Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Earnings and Cumulative Distributions		Total Shareholders' Equity		Non-controlling Interests		Total Equity
Balance at March 31, 2025	$	2,120	$	245	$	40	$	2,503	$	4,814,831	$	(29,943)	$	(163,412)	$	4,626,384	$	250,501	$	4,876,885
Common shares issued	309		100		5		359		785,074		—		—		785,847		—		785,847
Offering costs	—		—		—		—		(25,699)		—		—		(25,699)		—		(25,699)
Distribution reinvestment	21		2		1		21		45,458		—		—		45,503		—		45,503
Common share repurchases	(19)		—		—		(100)		(116,109)		—		—		(116,228)		—		(116,228)
Converted common shares	(2)		—		—		2		—		—		—		—		—		—
Amortization of restricted share grants	—		—		—		—		47		—		—		47		—		47
Net income (Net income of $585 allocated to redeemable NCI)	—		—		—		—		—		—		58,348		58,348		2,621		60,969
Other comprehensive income (Other comprehensive income of $75 allocated to redeemable NCI)	—		—		—		—		—		24,575		—		24,575		1,198		25,773
Distributions declared on common shares ($0.1750 gross per share)	—		—		—		—		—		—		(90,038)		(90,038)		—		(90,038)
Redeemable common share measurement adjustment	—		—		—		—		(146)		—		—		(146)		—		(146)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		65		65
Distributions to and redemptions of non-controlling interests	—		—		—		—		—		—		—		—		(9,826)		(9,826)
Redeemable non-controlling interests measurement adjustment	—		—		—		—		(498)		—		—		(498)		—		(498)
Reallocation between additional paid-in capital and non-controlling interests due to changes in ownership	—		—		—		—		(1,311)		—		—		(1,311)		1,082		(229)
Balance at June 30, 2025	$	2,429	$	347	$	46	$	2,785	$	5,501,647	$	(5,368)	$	(195,102)	$	5,306,784	$	245,641	$	5,552,425


	Par Value
	Class S Common Shares		Class N Common Shares		Class D Common Shares		Class I Common Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit and Cumulative Distributions		Total Shareholders' Equity		Non-controlling Interests		Total Equity
Balance at March 31, 2024	$	1,172	$	—	$	3	$	1,331	$	2,461,018	$	16,087	$	(157,716)	$	2,321,895	$	256,444	$	2,578,339
Common shares issued	287		19		9		287		609,628		—		—		610,230		—		610,230
Offering costs	—		—		—		—		(18,900)		—		—		(18,900)		—		(18,900)
Distribution reinvestment	11		—		—		11		22,784		—		—		22,806		—		22,806
Common share repurchases	(12)		—		—		(12)		(24,062)		—		—		(24,086)		—		(24,086)
Amortization of restricted share grants	—		—		—		—		47		—		—		47		—		47
Net income (Net income of $83 allocated to redeemable NCI)	—		—		—		—		—		—		13,136		13,136		1,151		14,287
Other comprehensive loss (Other comprehensive loss of $13 allocated to redeemable NCI)	—		—		—		—		—		(52)		—		(52)		129		77
Distributions declared on common shares ($0.1751 gross per share)	—		—		—		—		—		—		(48,466)		(48,466)		—		(48,466)
Redeemable common share measurement adjustment	—		—		—		—		(9)		—		—		(9)		—		(9)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		45		45
Distributions to and redemptions of non-controlling interests	—		—		—		—		—		—		—		—		(5,988)		(5,988)
Redeemable non-controlling interests measurement adjustment	—		—		—		—		(312)		—		—		(312)		—		(312)
Reallocation between additional paid-in capital and non-controlling interests due to changes in ownership	—		—		—		—		(2,807)		—		—		(2,807)		2,606		(201)
Balance at June 30, 2024	$	1,458	$	19	$	12	$	1,617	$	3,047,387	$	16,035	$	(193,046)	$	2,873,482	$	254,387	$	3,127,869

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Real Estate Net Lease Trust

Condensed Consolidated Statements of Changes in Equity

(in thousands, except per share data)


	Par Value
	Class S Common Shares		Class N Common Shares		Class D Common Shares		Class I Common Shares		Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Earnings and Cumulative Distributions		Total Shareholders' Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2024	$	1,870	$	152	$	18	$	2,192	$	4,149,362	$	(18,118)	$	(187,297)	$	3,948,179	$	249,319	$	4,197,498
Common shares issued	572		192		27		680		1,494,890		—		—		1,496,361		—		1,496,361
Offering costs	—		—		—		—		(46,930)		—		—		(46,930)		—		(46,930)
Distribution reinvestment	39		3		1		40		84,822		—		—		84,905		—		84,905
Common share repurchases	(44)		—		—		(135)		(177,180)		—		—		(177,359)		—		(177,359)
Converted common shares	(8)		—		—		8		—		—		—		—		—		—
Amortization of restricted share grants	—		—		—		—		117		—		—		117		—		117
Net income (Net income of $1,568 allocated to redeemable NCI)	—		—		—		—		—		—		160,716		160,716		8,165		168,881
Other comprehensive income (Other comprehensive income of $182 allocated to redeemable NCI)	—		—		—		—		—		12,750		—		12,750		572		13,322
Distributions declared on common shares ($0.3500 gross per share)	—		—		—		—		—		—		(168,521)		(168,521)		—		(168,521)
Redeemable common share measurement adjustment	—		—		—		—		(19)		—		—		(19)		—		(19)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		119		119
Distributions to and redemptions of non-controlling interests	—		—		—		—		—		—		—		—		(15,029)		(15,029)
Redeemable non-controlling interests measurement adjustment	—		—		—		—		(462)		—		—		(462)		—		(462)
Reallocation between additional paid-in capital and non-controlling interests due to changes in ownership	—		—		—		—		(2,953)		—		—		(2,953)		2,495		(458)
Balance at June 30, 2025	$	2,429	$	347	$	46	$	2,785	$	5,501,647	$	(5,368)	$	(195,102)	$	5,306,784	$	245,641	$	5,552,425


	Par Value
	Class S Common Shares		Class N Common Shares		Class D Common Shares		Class I Common Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit and Cumulative Distributions		Total Shareholders' Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2023	$	921	$	—	$	45	$	1,016	$	1,948,355	$	3,052	$	(132,638)	$	1,820,751	$	256,715	$	2,077,466
Common shares issued	538		19		14		555		1,141,524		—		—		1,142,650		—		1,142,650
Offering costs	—		—		—		—		(32,980)		—		—		(32,980)		—		(32,980)
Distribution reinvestment	19		—		—		20		40,077		—		—		40,116		—		40,116
Common share repurchases	(20)		—		—		(20)		(40,933)		—		—		(40,973)		—		(40,973)
Converted common shares	—		—		(47)		46		1		—				—		—		—
Amortization of restricted share grants	—		—		—		—		(287)		—		—		(287)		—		(287)
Net income (Net income of $187 allocated to redeemable NCI)	—		—		—		—		—		—		27,267		27,267		2,730		29,997
Other comprehensive income (Other comprehensive income of $83 allocated to redeemable NCI)	—		—		—		—		—		12,983		—		12,983		1,598		14,581
Distributions declared on common shares ($0.3500 gross per share)	—		—		—		—		—		—		(87,675)		(87,675)		—		(87,675)
Redeemable common share measurement adjustment	—		—		—		—		(24)		—		—		(24)		—		(24)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		83		83
Distributions to and redemptions of non-controlling interests	—		—		—		—		—		—		—		—		(14,135)		(14,135)
Redeemable non-controlling interests measurement adjustment	—		—		—		—		(437)		—		—		(437)		—		(437)
Reallocation between additional paid-in capital and non-controlling interests due to changes in ownership	—		—		—		—		(7,909)		—		—		(7,909)		7,396		(513)
Balance at June 30, 2024	$	1,458	$	19	$	12	$	1,617	$	3,047,387	$	16,035	$	(193,046)	$	2,873,482	$	254,387	$	3,127,869

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Real Estate Net Lease Trust

Condensed Consolidated Statements of Cash Flows

(in thousands, except per share data)


	Six Months Ended
	June 30, 2025		June 30, 2024
Cash flows from operating activities:
Net income	$	170,449	$	30,184

Adjustments to reconcile net income to cash provided by operating activities:
Management fee	34,838		18,804
Performance participation allocation	30,896		15,162
Depreciation and amortization	52,063		46,152
Amortization of tenant lease inducement	1,515		777
Straight-line rent adjustment	(10,405)		(9,118)
Accretion of tenant loan receivable	(3,337)		(6,204)
Amortization of below-market lease intangibles	(178)		(123)
Amortization of deferred financing costs	2,956		2,330
Debt extinguishment expense	257		—
Capitalized interest on real estate under development	(1,665)		—
Impairment charges	—		4,849
Income from unconsolidated real estate affiliates	(185,464)		(73,394)
Distribution of earnings from unconsolidated real estate affiliates	81,779		46,240
Loss on dispositions of real estate	2,180		(714)
Lease right of use asset amortization	327		327
Net loss (gain) on derivative instruments not designated as hedges	6,648		(1,189)
Net unrealized gain on investments in real estate debt	(1,979)		—
Net unrealized loss on fair value of DST financing obligation	338		—
Amortization of off-market caps	89		4,396
Amortization of restricted shares	235		207
Non-cash interest expense on affiliate line of credit	—		4,693
Provision for current expected credit losses	(2,848)		742
Other	—		(95)
Change in assets and liabilities:
Decrease in other assets	(5,761)		(6,318)
Decrease in due to affiliates	(545)		(1,006)
Increase (decrease) in accounts payable and accrued expenses	1,326		(7,896)
Increase in other liabilities	1,171		4,931
Net cash provided by operating activities	174,885		73,737

Cash flows from investing activities:
Acquisitions of real estate	(37,936)		(55,671)
Payments for real estate under development	(15,518)		—
Proceeds from disposition of real estate	137,322		5,260
Acquisitions of intangible assets	(3,744)		(9,128)
Capital improvements to real estate	(552)		(1,448)
Investments in leases - financing receivable	(74,133)		(43,378)
Purchase of investments in real estate debt	(525,811)		(45,775)
Sale of investments in real estate debt	260,724		16,733
Investment in unconsolidated real estate affiliates	(1,245,281)		(559,325)
Sale of investment in unconsolidated real estate affiliates	190,398		—
Return of capital from investment in unconsolidated real estate affiliates	57,165		—
Cash flows from off-market interest rate swaps and caps	—		4,820
Net cash used in investing activities	(1,257,366)		(687,912)


Cash flows from financing activities:
Proceeds from issuance of common shares	1,490,400		1,138,233
Payment of distributions to common shareholders	(85,787)		(46,121)
Proceeds from issuance of non-controlling interests	120		—
Payment of distributions to non-controlling interests	(10,853)		(9,786)
Repurchase of common shares	(223,398)		(40,973)
Redemption of non-controlling interests	(1,163)		(724)
Proceeds from DST Program	106,272		12,940
Borrowings under secured financings of investments in real estate debt	115,276		—
Repayment of affiliate line of credit	—		(200,000)
Borrowings under term loan credit facility	84,500		70,000
Borrowings under revolving credit facility	480,000		463,555
Repayment of revolving credit facility	(726,950)		(353,822)
Borrowings under mortgage notes	57,750		43,000
Repayment of mortgage notes	—		(139,854)
Repayment of other borrowings	—		(287,544)
Payment of deferred financing costs	(34,383)		(2,357)
Net cash provided by financing activities	1,251,784		646,547
Net change in cash and cash equivalents and restricted cash	169,303		32,372
Cash and cash equivalents and restricted cash, beginning of period	162,787		136,670
Effects of currency translation on cash, cash equivalents, and restricted cash	(959)		1,103
Cash and cash equivalents and restricted cash, end of period	$	331,131	$	170,145

Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheet
Cash and cash equivalents	$	283,348	$	101,571
Restricted cash	47,783		68,574
Total cash and cash equivalents and restricted cash	$	331,131	$	170,145

Supplemental disclosures:
Interest paid	$	39,215	$	64,565
Income taxes paid	$	765	$	1,228
Accrued unpaid amounts for real estate under development	$	6,066	$	—
Accrued unpaid amounts for capital improvements to real estate	$	2,417	$	11,920
Accrued unpaid amounts for other intangible assets	$	28,334	$	36,138

Non-cash investing and financing activities:
Contribution of real estate assets for investment in unconsolidated real estate affiliate	$	142,357	$	—
Assumption of other borrowings in conjunction with investments in unconsolidated real estate affiliates	$	—	$	287,444
Issuance of redeemable Class I Shares as interest payment for the affiliate line of credit	$	—	$	7,081
Issuance of redeemable Class I Shares as settlement of the management fee	$	31,874	$	16,544
Redeemable non-controlling interest issued as settlement of performance participation allocation	$	28,284	$	5,371
Allocation to redeemable non-controlling interest	$	462	$	437
Allocation to redeemable common shares	$	19	$	24
Distribution reinvestment	$	84,822	$	40,077
Accrued distributions for common shareholders	$	31,066	$	17,418
Accrued distributions for non-controlling interests	$	1,874	$	1,696
Accrued shareholder servicing fees	$	134,625	$	78,477

See accompanying Notes to the Condensed Consolidated Financial Statements.

Blue Owl Real Estate Net Lease Trust

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands)

1. Organization and Nature of the Business

Blue Owl Real Estate Net Lease Trust (formerly, Oak Street Net Lease Trust) (“we”, “us”, “our”, “ORENT”, and the “Company”) was formed on April 4, 2022 as a Maryland statutory trust; however, no activity occurred until the first capital funding from Blue Owl Capital Inc. (“Blue Owl”) on August 9, 2022. The Company invests primarily in a diversified portfolio of single-tenant commercial real estate properties subject to long-term net leases with investment grade and other creditworthy tenants or guarantors across the United States and Canada, and to a lesser extent, Europe. The Company is the sole general partner and majority limited partner in Blue Owl NLT Operating Partnership LP (formerly OakTrust Operating Partnership L.P.), a Delaware limited partnership (“NLT OP” or “Operating Partnership”). Substantially all of the Company’s business is conducted through NLT OP. As of June 30, 2025, ORENT owns 94.6% of NLT OP. The Company and NLT OP are externally managed by an adviser, Blue Owl Real Estate Capital LLC (formerly, Oak Street Real Estate Capital, LLC) (“Blue Owl Real Assets” or “Adviser”), a subsidiary of Blue Owl. The Company’s investment decisions are made by employees of the Adviser, subject to general oversight by the Company’s investment committee and board of trustees (the “Board of Trustees”).

The Company operates in a manner to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to shareholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to shareholders an amount equal to or in excess of the Company’s taxable income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates.

The Company’s principal business is the acquisition, ownership, financing and leasing of single-tenant commercial real estate properties subject to long-term net leases with investment grade and other creditworthy tenants or guarantors, and its management does not distinguish the principal business, or group the operations, by geography, property type, lease classification, investment type, or any other grouping for purposes of measuring performance. Accordingly, the Company has one operating segment and one reportable segment as of June 30, 2025.

As of June 30, 2025, the Company owned 215 investments in real estate, 15 investments in real estate leases, and 17 build-to-suit assets currently in development, including industrial, retail, and office properties. Additionally, the Company holds interest in nine joint ventures that are included in investments in unconsolidated real estate affiliates, including STORE Capital LLC and Waterparks LLC (collectively “STORE”). STORE owns 3,404 properties which are leased to 661 tenants on a triple-net lease basis. The Company also holds investments in real estate debt which consist of securities and loans (refer to Note 6 - Investments in Real Estate Debt).

On September 1, 2022, the Company commenced the offering of its common shares through a continuous private placement offering (“Private Offering”), under Regulation D of the Securities Act of 1933, as amended (the “1933 Act”). As of June 30, 2025, the Company is authorized to issue an unlimited number of each of its four classes of shares of its common shares (Class S shares, Class N shares, Class D shares, and Class I shares), each with a par value of $0.01 per common share. The share classes have different upfront selling commissions, dealer manager fees and ongoing shareholder servicing fees. The initial offering price for shares sold through the Private Offering was $10.00 per share. The Company conducts periodic closings and sells shares at the prior net asset value (“NAV”) per share as determined using the valuation methodology recommended by the Adviser and approved by the audit committee of the Board of Trustees, plus applicable fees and commissions. The NAV per share is calculated on a fully diluted basis. NAV may differ from the values of our real estate assets as calculated in accordance with accounting principles generally accepted in the United States (“GAAP”).

2. Summary of Significant Accounting Policies and Estimates

The Company believes the following significant accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of the Condensed Consolidated Financial Statements.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASUs”). The Condensed Consolidated Financial Statements include the accounts of the Company, the Company’s subsidiaries, and investments in which the Company has a controlling interest. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 13, 2025.

Principles of Consolidation

The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. In general, a VIE is a legal entity that (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, (b) does not have equity investors with voting rights, or ( c) has equity investors whose votes are disproportionate from their economics and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. As part of its VIE considerations, the Company considers any indirect interests and any applicable relationships, including related parties.

Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. The Company consolidates VOEs when it controls the entity through a majority voting interest and there is no other interest holder that has substantive participating rights or the power to control through an agreement with other equity holders.

When the requirements for consolidation are not met and the Company has significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Equity method investments for which the Company has not elected the fair value option (“FVO”) are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions and distributions. Equity method investments for which the Company has elected the FVO are initially recorded at fair value and subsequently adjusted for the Company’s pro-rata shares of the changes in fair value.

NLT OP is considered to be a VIE. The Company consolidates this entity as it has the ability to direct the most significant activities of the entity such as purchases, dispositions, financings, budgets, and overall operating plans.

For consolidated entities, the non-controlling partner’s share of the assets, liabilities, and operations of each entity is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the non-controlling interests’ ownership percentage. Any profits interest due to the other owner is reported within non-controlling interests.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company believes the estimates and assumptions underlying its condensed consolidated financial statements are reasonable based on the information available as of June 30, 2025. However, uncertainty over the current global economic environment conditions, including the persistence of elevated inflation and interest rate volatility, in conjunction with

global economic and geopolitical uncertainty, including the ongoing conflicts in Eastern Europe, the Middle East, and the North Africa region and the U.S. government’s imposition of tariffs and the counter-tariffs imposed by other countries, and the impact on the Company’s operations may cause actual results to differ materially from those estimates.

Rental Revenue

The Company’s primary source of revenues is rental revenue, which is accounted for under the lease standard. Rental revenue primarily consists of fixed contractual base rent arising from tenant leases at our properties under operating leases or sales-type leases. Revenue under leases that are deemed probable of collection is recognized as revenue on a straight-line basis over the non-cancelable term of the related leases. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Base rent arising from tenant leases at our properties is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount which would be recognized on a straight-line basis or (ii) cash that has been received from the tenant, with any tenant and deferred rent receivable balances charged as a direct write-off against rental revenue in the period of the change in the collectability determination. Our estimate of collectability includes, but is not limited to, factors such as the tenant’s payment history, financial condition, industry and geographic area. These estimates could differ materially from actual results.

Investments in Unconsolidated Real Estate Affiliates

The Company has elected the FVO for certain of its investments in unconsolidated real estate affiliates, as this election aligns the accounting for GAAP and the calculation of monthly NAV for these investments. The Company therefore reports these investments at fair value in Investments in unconsolidated real estate affiliates on the Condensed Consolidated Balance Sheets. Changes in the fair value of equity method investments under the FVO are recorded as Income from unconsolidated real estate affiliates in the Condensed Consolidated Statements of Operations.

The Company evaluates its equity method investments on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than-temporary, the Company measures the charge as the excess of the carrying value of our investment over its estimated fair value, which is determined by calculating our share of the estimated fair market value of the underlying net assets based on the terms of the applicable partnership or joint-venture agreement. For equity investments in entities that hold real estate, the estimated fair value of the underlying investment’s real estate is calculated based on whether the acquisition of a property qualifies as a business combination or an asset acquisition. The fair value of the underlying investment’s debt, if any, is calculated based on market interest rates and other market information. The fair value of the underlying investment’s other financial assets and liabilities have fair values that generally approximate their carrying values.

Distributions received from equity method investments are classified using the nature of distributions approach. Distributions received are classified based on the nature of the activity or activities that generated the distributions as a return on the investment, which are classified as cash inflows from operating activities, or a return of investment, which are classified as cash inflows from investing activities. Transaction costs associated with the equity method investments are expensed as incurred. Investments made, including the transaction costs, for equity method investments are classified as cash outflows from investing activities in the Condensed Consolidated Statements of Cash Flows.

Foreign Currency

In the normal course of business, the Company makes investments in real estate outside the United States (“U.S.”) through subsidiaries that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rate at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated assets and liabilities are recorded in Other Comprehensive Income (Loss).

Fair Value Measurements

The carrying amounts of cash and cash equivalents and accounts payable and accrued expenses reasonably approximate fair value, in the Company’s judgment, because of their short-term nature.

In accordance with ASC 820, Fair Value Measurement, the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction

between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below:

•Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

•Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Due to inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

The Company has estimated the fair value of its financial instruments and non-financial assets using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.

Valuation of assets and liabilities measured at fair value

Certain of the Company’s investments in real estate debt and FVO equity method investments are reported at fair value. As of June 30, 2025, the Company’s investments in real estate debt reported at fair value, directly or indirectly, consisted of commercial mortgage-backed securities (“CMBS”), which are securities backed by one or more mortgage loans secured by real estate assets, as well as term, revolver, senior and mezzanine loans secured by real estate assets, presented collectively as commercial real estate loans. The Company generally determines the fair value of its investments in real estate debt by utilizing third-party pricing service providers whenever available.

In determining the fair value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate debt generally consider the attributes applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each security, and incorporate specific collateral performance, as applicable. Certain of the Company’s investments in real estate debt are unlikely to have readily available market quotations. In such cases, the Company will generally determine the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company will determine fair value by utilizing or reviewing certain of the following: (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. Refer to Note 6 - Investments in Real Estate Debt for additional details on the Company’s investments in real estate debt.

The Company has elected the FVO for certain of its investments in unconsolidated real estate affiliates and therefore, reports these investments at fair value. The Company estimates the fair market value of these investments based on its pro rata share of the investments’ equity at fair value. The investments’ underlying real estate holdings and debt are valued on a recurring basis using unobservable inputs (Level 3 inputs). The fair value of the underlying real estate holdings is generally determined using the income capitalization valuation method. As of June 30, 2025, the weighted average capitalization rate utilized, excluding real estate under development, was 7.0%. The fair value of the underlying debt is determined by discounting the future contractual cash flows to the present value using current market interest rates. As of June 30, 2025, the weighted average interest rate utilized was 5.5%.

The Company’s derivative financial instruments are reported at fair value and consist of interest rate and foreign currency contracts. The calculation of the fair value of derivative instruments is complex and different inputs in the model can result in significant changes to the fair value of derivative instruments and the related gain or loss on derivative instruments included in our financial statements. The fair values of the Company’s interest rate and foreign currency contracts were estimated using advice from a third-party derivative specialist, based on cash flows and observable inputs comprising of yield curves, foreign currency rates, and credit spreads (Level 2 inputs). Fair value information relating to derivative financial instruments is provided in Note 10 - Derivative Financial Instruments.

The Company has elected to account for the DST financing obligation arising from the repurchase option on the sale of DST Interests to third parties through the Company’s DST Program at fair value. The fair value of the Company’s DST Program obligation is determined based on changes in fair value of the underlying assets held by the DST Interests as well as undistributed earnings related to DST Interests owned by third parties.

The following table details the Company’s assets measured at fair value on a recurring basis:


	June 30, 2025						December 31, 2024
	Level 2		Level 3		Total		Level 2		Level 3		Total
Assets:
Investments in unconsolidated real estate affiliates	$	—	$	2,986,233	$	2,986,233	$	—	$	1,742,086	$	1,742,086
Investments in real estate debt	484,960		277,568		762,528		505,537		113,939		619,476
Interest rate hedging derivatives (1)	618		—		618		13,546		—		13,546
Foreign currency hedging derivatives (1)	6,625		—		6,625		3,661		—		3,661
Total	$	492,203	$	3,263,801	$	3,756,004	$	522,744	$	1,856,025	$	2,378,769

Liabilities:
Interest rate hedging derivatives (2)	$	9,563	$	—	$	9,563	$	1,922	$	—	$	1,922
Foreign currency hedging derivatives (2)	12,243		—		12,243		2,630		—		2,630
DST financing obligation (2)	—		158,024		158,024		—		52,123		52,123
Total	$	21,806	$	158,024	$	179,830	$	4,552	$	52,123	$	56,675

(1) Included within Other assets within the Condensed Consolidated Balance Sheets.

(2) Included within Other liabilities within the Condensed Consolidated Balance Sheets.

The following table details the Company’s assets and liabilities measured at fair value on a recurring basis using Level 3 inputs:


	Investments in real estate debt		Investments in unconsolidated real estate affiliates		Total Assets		DST Financing Obligation
Balance as of December 31, 2024	$	113,939	$	1,742,086	$	1,856,025	$	52,123
Purchases	190,427		1,387,700		1,578,127		—
Sales	(28,777)		(190,398)		(219,175)		—
Distributions received	—		(138,708)		(138,708)		—
DST Program proceeds	—		—		—		106,272
Included in net income
Realized gain on sale of DST Interests	—		—		—		(709)
Unrealized loss on fair value of DST financing obligation	—		—		—		338
Gain on fair value of investments in real estate debt	1,979		—		1,979		—
Income from unconsolidated real estate affiliates measured at fair value	—		185,553		185,553		—
Balance as of June 30, 2025	$	277,568	$	2,986,233	$	3,263,801	$	158,024

Valuation of assets measured at fair value on a nonrecurring basis

Certain of the Company’s assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments, such as when there is evidence of impairment, and therefore such assets are measured at fair value on a nonrecurring basis. The Company reviews its real estate properties for impairment each quarter and when there is an event or change in circumstances that could indicate the carrying amount of the real estate value may not be recoverable.

Valuation of liabilities not measured at fair value

As of June 30, 2025 and December 31, 2024, the fair value of the Company’s unsecured term loan credit facility, unsecured revolving credit facility, mortgages payable, and unsecured senior notes was $401 above and $910 below carrying value, respectively. Fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an estimated market yield. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3. Fair value information pertaining to debt is provided in Note 9 – Debt.

Allowance for Credit Losses

The Company analyzes its Investments in leases - Financing receivables, net, certain of its investments in real estate debt which are held-to-maturity and its investment in loans receivable, which are included within Investments in real estate debt in our Condensed Consolidated Balance Sheets, for potential credit losses under the current expected credit losses (“CECL”) model. The allowance for credit losses is measured, considering the Company’s ownership of the leased asset, using a probability of default method based on the lessee’s and borrower’s respective credit ratings, the expected value related to releasing underlying assets or collateral, our historical loss experiences, and other factors related to other sale-leasebacks accounted for as financing receivables, our investments in real estate debt held-to-maturity, and our investments in loans receivable. Included in our model are factors that incorporate forward-looking information. Changes in the allowance for credit losses are subsequently included in the Company’s Condensed Consolidated Statements of Operations within General and administrative expenses and as a reduction to Investments in leases - Financing receivables, net and Investments in real estate debt on our Condensed Consolidated Balance Sheets. As of June 30, 2025 and December 31, 2024, the Company has recorded an allowance for credit losses of $18,422 and $22,934, respectively, related to its Investments in leases - Financing receivables, net. As of June 30, 2025, the Company has recorded an allowance for credit losses of $1,665 related to its investments in real estate debt designated as held-to-maturity. The Company did not record an allowance for credit losses related to its investments in real estate debt designated as held-to-maturity as of December 31, 2024. As of June 30, 2025 and December 31, 2024, the Company has not recorded an allowance for credit losses related to its investments in loans receivable. Refer to Note 6 - Investments in Real Estate Debt for additional information.

Earnings Per Share

Basic net income per common share is determined by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. All classes of common shares are allocated net income/(loss) at the same rate per share and receive the same gross distribution per share.

The impact of the vested restricted Class I shares held by our trustees is included in our calculation of basic earnings per share. Redeemable Class I shares issued to the Adviser as payment for management fees and interest on the affiliate line of credit and incentive compensation awards of units of NLT OP (“OP Units”) to certain employees of the Adviser are included in our calculation of diluted earnings per share.

Share-Based Compensation

We compensate each of our non-employee trustees on the Board of Trustees who are not affiliated with Blue Owl with an annual retainer of restricted Class I shares as part of their compensation for services on the Board of Trustees. See Note 13 - Equity and Non-Controlling Interest for additional information regarding share-based compensation. We recognize compensation expense related to share-based awards to our independent trustees in our condensed consolidated financial statements based on the fair value of the award on the date of grant.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company considers the applicability and impact of all accounting standards and pronouncements issued by the FASB. Accounting standards and pronouncements not yet adopted were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s results of operations, financial position, and cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires the disclosure of tax rate reconciliations, amount of income taxes separate by federal and individual jurisdiction, and the amount of income (loss) from operations before income tax expense (benefit) disaggregated between federal, state and foreign. The amendments in ASU 2023-09 apply to all entities subject to Topic 740. The ASU is

effective for annual periods beginning after December 15, 2024. Entities may elect to apply the amendments either prospectively or retrospectively. Early adoption is permitted. Entities may elect to apply the amendments either prospectively or retrospectively. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”). The ASU does not change the expense caption an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The amendments in ASU 2024-03 apply to all PBEs, including entities that file or furnish financial statements with the SEC, inclusive of brokers and dealers in securities and voluntary filers. The ASU should be adopted prospectively, however, retrospective adoption is permitted. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income - Expense Disaggregation Disclosures, which clarified the effective date of ASU 2024-03. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Entities may elect to apply the amendments either prospectively or retrospectively. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures.

In May 2025, the FASB issued ASU 2025-03 Business Combinations (Topic 805) and Consolidation (810): Determining the Accounting Acquired in the Acquisition of a Variable Interest Entity, which revises guidance in ASC 805 on identifying the accounting acquired in a business combination in which the legal acquiree is a variable interest entity (VIE). The ASU is intended to improve comparability between business combinations that involve VIEs and those that do not. Under ASU 2025-03, a reporting entity involved in a business combination effected primarily by the exchange of equity interests must consider the factors in ASC 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer regardless of whether the legal acquiree is a VIE. More specifically, when considering those factors, the reporting entity can determine that a transaction in which the legal acquiree is a VIE represents a reverse acquisition (in which the legal acquirer is identified as the acquiree for accounting purposes). As a result, comparability is increased with business combinations in which the legal acquiree is a VOE. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-03 must be applied prospectively to any business combination that occurs after the adoption date. The Company is currently assessing the impact of adopting the standard on the Company’s financial statement disclosures.

3. Acquisitions and Dispositions

Acquisitions

The following tables set forth the acquisition values, number of properties, and total rentable square feet of gross leasable area (“GLA”) of the Company for the six months ended June 30, 2025 and 2024. For acquisitions not denominated in USD, the amounts have been presented in USD at the prevailing foreign exchange rate on the acquisition date:


	Six Months Ended June 30, 2025
Property Type	Acquisition Value		Number of Properties	Square Feet (in thousands)

Retail	$	114,438	19	196


	Six Months Ended June 30, 2024
Property Type	Acquisition Value		Number of Properties	Square Feet (in thousands)(1)
Industrial	$	54,761	22	5,657
Retail	10,023		1	954
Total	$	64,784	23	6,611

(1) The square footage for the retail property and a portion of industrial properties relates to build-to-suit assets.

The following table details the purchase price allocation for the properties acquired during the six months ended June 30, 2025 and 2024:


	Six Months Ended
	June 30, 2025		June 30, 2024
Buildings	$	27,939	$	13,461
Land and land improvements	8,594		13,178

Construction in process	—		29,017
Financing receivables	74,133		40,257
In-place lease intangibles	1,614		4,080
Other lease intangibles	2,158		5,142

Below-market lease intangible liabilities	—		(94)
Total Purchase Price	$	114,438	$	105,041

Dispositions

During the six months ended June 30, 2025, the Company contributed 15 LV Petroleum properties and a mortgage loan with a net value of $279,679 to LVP Portfolio Master REIT LLC (“LV Petroleum JV”) in exchange for a 50.9% ownership interest in LV Petroleum JV and cash proceeds of $137,322. In conjunction with the contribution, the Company recognized a loss on disposition of $2,180 due to the reversal of non-cash accretion of tenant loan receivables. The properties were previously accounted for as failed sale-leaseback transactions and primarily included within Investments in leases - Financing receivables. See Note 5 - Investments in Unconsolidated Real Estate Affiliates for additional information.

During the six months ended June 30, 2024, the Company disposed of one retail property and one parcel of excess land at an industrial property for total net proceeds of $5,260 and recognized a net gain on dispositions of $714.

4. Investments in Real Estate, net

Investments in real estate, net consisted of the following:


	June 30, 2025		December 31, 2024
Buildings	$	2,521,411	$	2,441,729
Land and land improvements	624,162		603,069
Furniture, fixtures and equipment	1,374		—
Construction in process	41,399		110,728
Total	3,188,346		3,155,526
Accumulated depreciation	(208,278)		(159,217)
Investments in real estate, net	$	2,980,068	$	2,996,309

Assets of $16,124 relating to build-to-suit properties previously acquired in sale leaseback transactions were placed into service during the six months ended June 30, 2025, including $13,344 previously classified as construction in progress and $2,780 previously classified as investments in real estate debt. As of June 30, 2025, the assets are presented as $2,857 of land, $9,867 of building, and $3,400 of land improvements. No construction in progress was placed into service during the six months ended June 30, 2024.

The total rentable square feet of GLA of the Company was 19,292 and 15,373 thousand square feet as of June 30, 2025 and 2024, respectively, of which approximately 99% and 99% was leased, respectively.

5. Investments in Unconsolidated Real Estate Affiliates

The Company owns interests in unconsolidated real estate investments with third parties. As of June 30, 2025 and December 31, 2024, investments in unconsolidated real estate affiliates were $2,991,603 and $1,747,787, respectively.

Oracle

On April 9, 2025, the Company made an indirect investment of $308,212 through BOREC Longhorn Member LLC in Longhorn JV, LLC (“Oracle 1-2 JV”). Oracle 1-2 JV was formed to facilitate the investment of BOREC Longhorn Member LLC and Crusoe Abilene, LLC to fund the development of a two-building data center leased to Oracle America,

Inc. in a build-to-suit arrangement. BOREC Longhorn Member LLC owns 92.3% of Oracle 1-2 JV. The Company holds a 48% membership interest in BOREC Longhorn Member LLC. The Company has elected to account for the investment using the FVO under ASC 825. Subsequent to its initial investment, the Company contributed an additional $1,466 to BOREC Longhorn Member LLC. Additionally, during the period from the Company’s initial investment through June 30, 2025, the Company received $3,797 in distributions from BOREC Longhorn Member LLC.

On May 16, 2025, the Company made an indirect investment of $31,534 through Blue Owl B3 and B4 Aggregator LLC (“B3-B4 Aggregator”) to acquire an indirect 9.1% interest in Longhorn JV 3, LLC and Longhorn JV 4, LLC (collectively, “Oracle 3-4 JV”), and the Company made an indirect investment of $361,586 through Blue Owl B5 B6 B7 B8 Aggregator LLC (“B5-B8 Aggregator”) to acquire an indirect 92.5% interest in Longhorn JV 5, LLC, Longhorn JV 6, LLC, Longhorn JV 7, LLC, and Longhorn JV 8, LLC (collectively, “Oracle 5-8 JV”). Oracle 3-4 JV and Oracle 5-8 JV were formed as joint ventures with affiliates of Crusoe Abilene, LLC to facilitate the development of six additional data center buildings leased to Oracle America, Inc. in build-to-suit arrangements. Subsequent to its initial investment, the Company contributed an additional $28,734 and $231,462 to B3-B4 Aggregator and B5-B8 Aggregator, respectively. Additionally, B3-B4 Aggregator and B5-B8 Aggregator made distributions of $1,285 and $1,155, respectively, of which the Company received $117 and $1,068, respectively. The Company subsequently sold a portion of its investment in B5-B8 Aggregator to other vehicles managed by Blue Owl Real Assets for $190,398. As of June 30, 2025, the Company holds a 9.1% and 58.1% membership interest in B3-B4 Aggregator and B5-B8 Aggregator, respectively. As of June 30, 2025, B3-B4 Aggregator owns a weighted average interest of 90.7% in Oracle 3-4 JV and B5-B8 Aggregator owns a weighted average of 90.4% in Oracle 5-8 JV. The Company has elected to account for the investments using the FVO under ASC 825.

LV Petroleum

During the six months ended June 30, 2025, the Company contributed 15 of its LV Petroleum assets and a mortgage loan for cash proceeds of $137,322 and a 50.9% interest in LV Petroleum JV, a joint venture with Blue Owl Promote G II LLC, valued at $142,357. The Company has elected to account for the investment using the FVO under ASC 825. During the six months ended June 30, 2025, LV Petroleum JV made distributions of $118,365, of which the Company received $60,248, including return of capital distributions of $57,165.

CoreWeave

On August 27, 2024, the Company made an indirect investment of $11,812 through BOREC Spider Member LLC in Project Spider JV LLC (“CoreWeave CTP-02 JV”). CoreWeave CTP-02 JV was formed to facilitate the investment of BOREC Spider Member LLC and AREP Chirisa CTP2 JV LLC to fund the development of a single-story data center leased to CoreWeave, Inc. in a build-to-suit arrangement. As part of its investment in CoreWeave CTP-02 JV, BOREC Spider Member LLC has agreed to fund its 95% share of the estimated total development cost of $726,895 through pro-rata capital contributions over the course of approximately 23 months, including amounts funded as of June 30, 2025. The Company holds a 15% membership interest in BOREC Spider Member LLC. The Company has elected to account for the investment using FVO under ASC 825. During the six months ended June 30, 2025, the Company contributed an additional $6,088 to BOREC Spider Member LLC to fund capital calls initiated by CoreWeave CTP-02 JV. Additionally, BOREC Spider Member LLC made distributions of $16,814, of which the Company received $2,522.

On May 23, 2025, the Company made an indirect investment of $4,538 through BOREC Spider Member III LLC in Project Spider III JV LLC (“CoreWeave CTP-03 JV”). CoreWeave CTP-03 JV was formed to facilitate the investment of BOREC Spider Member III LLC and AREP Chirisa CTP3 JV LLC to fund the development of a single-story data center leased to CoreWeave, Inc. in a build-to-suit arrangement. As part of its investment in CoreWeave CTP-03 JV, BOREC Spider Member III LLC has agreed to fund its 95% share of the estimated total development cost of $746,114 through pro-rata capital contributions over the course of approximately 26 months, including amounts funded as of June 30, 2025. The Company holds an 11.3% membership interest in BOREC Spider Member III LLC. The Company has elected to account for the investment using FVO under ASC 825. During the six months ended June 30, 2025, the Company contributed an additional $2,267 to fund capital calls initiated by CoreWeave CTP-03 JV to BOREC Spider Member III LLC.

STORE

On February 3, 2023, the Company made an indirect investment through Ivory OSREC OS Aggregator LLC (“OS Aggregator”) in STORE, a publicly traded REIT invested in net-lease real estate, in an all-cash, take-private transaction. The Company has elected to account for the investment using the FVO under ASC 825. In connection with closing of the initial investment, OS Aggregator signed a Forward Interest Purchase Agreement (the “FIPA”) pursuant to which it agreed to purchase additional indirect interests in STORE such that OS Aggregator would own, in aggregate, an indirect 25%

membership interest in STORE prior to the first anniversary of the closing of the initial investment, representing an aggregate additional investment of approximately $1,063,000 as of the signing date.

On February 6, 2024, subsidiaries of the Company entered into promissory notes with SuNNNy Days, LLC, an affiliate of GIC Private Limited (“GIC”), to borrow $287,844 (the “FIPA Loan”) in exchange for assignment of ownership of the remaining units OS Aggregator was required to purchase under the FIPA. Such assignment resulted in OS Aggregator reaching an indirect 25% membership interest in STORE and meeting the obligations of the FIPA. The FIPA Loan had an interest rate of 9.0% and a term of 18 months, with a maturity date of August 1, 2025. During the year ended December 31, 2024, the Company repaid the FIPA Loan through the use of proceeds from the issuance of common shares.

On February 24, 2025, the Company, through OS Aggregator, and other vehicles managed by Blue Owl Real Assets (together with the Company, “Blue Owl Vehicles”) entered into a Membership Interest Purchase Agreement, pursuant to which Blue Owl Vehicles acquired an additional 26% indirect interest (the “Transaction”) in STORE, resulting in a total 51% indirect ownership interest in STORE. In conjunction with the Transaction, the Company funded an additional $252,145, plus its pro rata share of transaction costs, through OS Aggregator to acquire an additional 2.5% indirect interest in STORE. Following the close of the Transaction, the Company’s investment represented 18.9% of indirect ownership interest in STORE. Additionally, the Company has agreed to fund up to a maximum of $474,150 for incremental indirect interests in STORE. As of June 30, 2025, the remaining maximum funding from the Company for indirect interest in STORE as part of this transaction is $263,088.

During the six months ended June 30, 2025, OS Aggregator made distributions of $105,390, of which the Company received $69,980. As of June 30, 2025, the Company owns a 62.6% interest in OS Aggregator. The initial and incremental investments made by the Company and affiliates of the Company in OS Aggregator were $2,970,455, representing 30.2% ownership percentage of interest in STORE. As of June 30, 2025, the fair value of the Company’s investment in STORE was $2,027,622, representing an 18.9% ownership percentage of interest in STORE.

The Company has determined that STORE is considered a significant subsidiary under SEC Regulation S-X Rule 10-01(b) as of June 30, 2025.

The following table provides summarized income statement information of STORE for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Total revenue	$	308,668	$	272,464	$	612,552	$	542,323
Net income	$	29,072	$	166,364	$	81,746	$	345,107

The following tables detail the Company’s investments in unconsolidated real estate affiliates:


	Ownership Percentage				Carrying Amount of Investment
Investment	June 30, 2025 (1)		December 31, 2024		June 30, 2025		December 31, 2024
STORE Capital LLC	18.9	%	16.4	%	$	2,027,622	$	1,704,458
Blue Owl NL Opportunity Credit REIT E LLC ("Fleet Farm JV") (2)	49.1	%	49.1	%	5,370		5,701
Blue Owl NL Opportunity Credit Holdings REIT LLC ("Tenneco JV") (3)	50.9	%	50.9	%	31,478		28,808
CoreWeave JVs (4)	12.9	%	14.3	%	18,031		8,820
LV Petroleum JV	50.9	%	—	%	127,933		—
Oracle JVs (5)	45.5	%	—	%	781,169		—
Total					$	2,991,603	$	1,747,787


	ORENT's Share of Unconsolidated Entities' Income (Loss)
	Three Months Ended				Six Months Ended
Investment	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
STORE Capital LLC	$	51,631	$	36,205	$	141,002	$	68,242
Fleet Farm JV (2)	(25)		33		(95)		174
Tenneco JV (3)	3,320		3,856		3,647		4,978
CoreWeave JVs (4)	(414)		—		(1,160)		—
LV Petroleum JV	8,008		—		28,513		—
Oracle JVs (5)	13,557		—		13,557		—
	$	76,077	$	40,094	$	185,464	$	73,394

(1) Ownership percentages reflect weighted average ownership as of June 30, 2025.

(2) On August 12, 2022, the Company formed Fleet Farm JV, a joint venture in which the Company holds a 49.1% interest and accounts for using the equity method of accounting. As of June 30, 2025, the joint venture wholly owns two assets that are 100% leased to a single tenant under a triple-net lease.

(3) On June 5, 2023, the Company formed Tenneco JV, a joint venture in which the Company holds a 50.9% interest and accounts for using the FVO under ASC 825. As of June 30, 2025, the joint venture wholly owns six assets that are 100% leased to a single tenant under triple-net leases.

(4) Includes CoreWeave CTP-02 JV and CoreWeave CTP-03 JV, of which the Company owns 14.3% and 10.8%, respectively, as of June 30, 2025.

(5) Includes Oracle 1-2 JV, Oracle 3-4 JV and Oracle 5-8 JV, of which the Company owns 44.3%, 8.2%, and 52.5%, respectively, as of June 30, 2025.

6. Investments in Real Estate Debt

The Company’s investments in real estate debt as of June 30, 2025, consist of $484,960 in CMBS, $277,568 in commercial real estate loans, $154,582 in Horizontal Risk Retention Interests (“HRRs”), and $18,181 in investments in loans receivable.

The following tables detail the Company’s investments in real estate debt held at fair value:


	June 30, 2025
Type of Security/Loan	Weighted Average Coupon(1)		Weighted Average Maturity Date (2)	Face Amount		Cost Basis		Fair Value
CMBS (3)	SOFR + 4%		2/28/2034	$	484,775	$	485,671	$	484,960
Commercial real estate loans	10	%	10/14/2029	277,484		275,589		277,568
Total investments in real estate debt (4)	9	%		$	762,259	$	761,260	$	762,528

(1)The term SOFR refers to the relevant floating benchmark rate, one-month SOFR.

(2)The weighted average maturity date is based on the fully extended maturity date of the instrument.

(3)Includes investments pledged as collateral under a secured financing agreement. See Note 9 - Debt for additional information.

(4)Total investments in real estate debt per the tables above exclude our investments in HRRs and loans receivable, described below.


	December 31, 2024
Type of Security/Loan	Weighted Average Coupon(1)		Weighted Average Maturity Date (2)	Face Amount		Cost Basis		Fair Value
CMBS	SOFR + 4%		4/29/2036	$	503,280	$	503,379	$	505,537
Commercial real estate loans	12	%	4/5/2028	114,089		113,939		113,939
Total investments in real estate debt (3)	9	%		$	617,369	$	617,318	$	619,476

(1)The term SOFR refers to the relevant floating benchmark rate, one-month SOFR.

(2)The weighted average maturity date is based on the fully extended maturity date of the instrument.

(3)Total investments in real estate debt per the tables above exclude our investments in HRRs and loans receivable, described below.

The following table details the credit rating of the Company’s investments in real estate debt held at fair value:


	June 30, 2025						December 31, 2024
Credit Rating	Cost Basis		Fair Value		Percentage Based on Fair Value		Cost Basis		Fair Value		Percentage Based on Fair Value
Aaa	$	20,001	$	20,032	3	%	$	25,695	$	25,675	4	%
Aa3	—		—		—	%	6,072		6,091		1	%
AA-	4,992		4,976		1	%	21,437		21,441		3	%
A-	56,197		56,201		7	%	91,631		91,848		15	%
A3	—		—		—	%	8,189		8,262		1	%
Baa3	—		—		—	%	3,007		3,037		—	%
BBB	7,008		7,030		1	%	12,017		12,032		2	%
BBB-	54,519		54,432		7	%	84,391		84,886		14	%
Ba2	31,638		31,704		4	%	31,646		31,674		5	%
BB+	6,496		6,514		1	%	6,629		6,656		1	%
BB	19,482		19,367		3	%	17,348		17,548		3	%
Ba3	10,012		10,040		1	%	40,057		40,357		7	%
BB-	155,202		153,709		20	%	115,158		115,528		19	%
B1	69,991		70,787		9	%	—		—		—	%
B-	50,133		50,168		7	%	40,102		40,502		7	%
Unrated	275,589		277,568		36	%	113,939		113,939		18	%
Total	$	761,260	$	762,528	100	%	$	617,318	$	619,476	100	%

The following table provides the activity for the real estate-related securities for the six months ended June 30, 2025:


	Amortized Cost Basis		Gain/(Loss)		Fair Value
Real estate-related securities as of December 31, 2024	$	503,379	$	2,158	$	505,537
Face value of real estate-related securities acquired	213,813		—		213,813
Sale of real estate-related securities	(232,504)		—		(232,504)
Realized gain on sale of real estate-related securities	556		—		556
Interest income associated with real estate-related securities	427		—		427
Unrealized loss on real estate securities	—		(2,869)		(2,869)
Real estate-related securities as of June 30, 2025	$	485,671	$	(711)	$	484,960

The following tables detail the Company’s HRR investments which are classified as held-to-maturity and presented at amortized cost. The carrying value of the HRR investments as of June 30, 2025 is net of an allowance for credit losses of $1,665. The Company did not record an allowance for credit losses related to its HRR investments as of December 31, 2024. The Company has the intent and ability to hold its HRR investments until maturity.

June 30, 2025

Type of Security/Loan

Weighted Average

Coupon(1)

Weighted Average Maturity Date(2)

Face
Amount

Cost Basis

Carrying Value

HRRs

SOFR+6%

10/8/2029

156,600

156,247

154,582

December 31, 2024

Type of Security/Loan

Weighted Average

Coupon(1)

Weighted Average Maturity Date(2)

Face
Amount

Cost Basis

Carrying Value

HRRs

SOFR+7%

12/15/2029

48,800

48,941

(1)The term SOFR refers to the relevant floating benchmark rate, one-month SOFR.

(2)The weighted average maturity date is based on the fully extended maturity date of the instrument.

Other Investments

During the year ended December 31, 2024, the Company acquired land related to build-to-suit properties in sale leaseback transactions for a total purchase price of $28,827 which is being accounted for as an investment in loans receivable and held at amortized cost, as the related lease is not deemed to have commenced until the constructed assets are made available for use by the lessee. Direct costs associated with originating loans are deferred and amortized as an adjustment to interest income over the term of the related loan receivable. During the six months ended June 30, 2025, the Company placed three build-to-suit properties in service and contributed properties for an interest in LV Petroleum JV, including two of its build-to-suit properties with a balance of $6,623. See Note 4 - Investments in Real Estate, net and Note 5 - Investments in Unconsolidated Real Estate Affiliates for additional information. As of June 30, 2025 and December 31, 2024, the Company held 17 and 22 investments in loans receivable related to build-to-suit arrangements with a total balance of $18,181 and $27,635, respectively, which are included within Investments in real estate debt in the Condensed Consolidated Balance Sheets.

7. DST Program

On August 31, 2023, the Company, through NLT OP, initiated a DST Program to issue and sell up to a maximum aggregate offering amount of $3,000,000 of Interests in one or more DSTs holding DST Properties in private placement. Under the DST Program, DST Properties, which may be sold, contributed, sourced, or otherwise seeded from the Company’s real properties held through NLT OP or from third parties, will be held in one or more DSTs and leased back by a wholly owned subsidiary of NLT OP in accordance with corresponding master lease agreements. NLT OP will have the right, but not the obligation, to acquire the Interests in the applicable DST from the beneficial owners or the applicable DST’s right, title, interest in any portion of the DST Properties from the beneficial owners, in each case, in exchange for cash or OP Units, at a purchase price equal to the fair market value of the beneficial owner’s interest in one or more of the DST Properties (“FMV Buyback Option”). The FMV Buyback Option is exercisable during the one-year option period beginning two years from the final closing of the applicable DST Offering or in such other time frame as provided for in the applicable DST arrangement. After a one-year holding period, investors who receive OP Units pursuant to the FMV Buyback Option generally have the right to cause NLT OP to redeem all or a portion of their OP Units for, at the Company’s sole discretion, common shares of the Company, cash, or a combination of both.

The proceeds received from the DSTs are accounted for as financing obligation liabilities on the Condensed Consolidated Balance Sheets. The sale of Interests in a DST Property is accounted for as a failed sale-leaseback transaction due to the FMV Buyback Option retained by NLT OP and in accordance with ASC 842, the property remains on the Company’s Condensed Consolidated Balance Sheets. The Company has elected to account for the DST financing obligations using the FVO in accordance with ASC 825 and applies the FVO for each financial obligation recognized as Interests are sold, thus the election is occurring on an instrument-by-instrument basis. When the FVO is elected for a financial obligation, the Company subsequently measures the instrument at fair value and separately presents the changes in fair value resulting from instrument specific credit risk, if any, in other comprehensive income. The impact of changes in fair value other than those related to instrument specific credit risk are recorded in earnings, which represents a debit or credit entry, with the offset recorded as an adjustment to the financial obligation each reporting period.

Under the applicable master lease agreements, the Company is responsible for ongoing property management and for making fixed payments to the DSTs regardless of whether the DST Properties’ cash flows are sufficient to cover the payment. Accordingly, a holder of the DST’s beneficial interest receives a fixed payment from the Company and the potential for capital appreciation through the FMV Buyback Option. In exchange for these payments, the Company is entitled to receive the operating cash flows from the properties. For financial reporting purposes, the DST entities are not consolidated by the Company, but the underlying DST Properties and related mortgage debt are included in the condensed consolidated financial statements due to the resulting failed sale-leaseback transactions. The DST Property operations, including rental revenues and property operating expenses associated with the underlying property of each master lease and the master lease payment expense, are included in the respective line items on the Condensed Consolidated Statements of Operations.

As the FMV Buyback Option is exercised, the financial obligation is settled and is derecognized on the Company’s balance sheet. Upon exercise, management would record the fair value adjustment to its financial obligation to reflect the value of the underlying properties at the date of exercise, and realize a gain or loss, as applicable.

If the FMV Buyback Option expires and is not exercised, the Company would reevaluate the existing failed sale-leaseback conclusions under ASC 842, determine whether a successful sale-leaseback occurs at that time and reevaluate the

lease classification in accordance with ASC 842-10-25-1. While this has not happened since the inception of the Company’s DST Program, the Company expects that control of the property would transfer to the DST interest holders. Therefore, the real property and the financial obligation would be derecognized from the Company’s balance sheet and the Company would recognize a gain or loss, as applicable. The Company expects that the master lease would be classified as an operating lease, and as such, the Company would record a right-of-use asset and lease liability based on the guidance under ASC 842. The establishment of these assets and liabilities under ASC 842 would preclude any future accounting under a fair value election at that time.

During the six months ended June 30, 2025, the Company sold one industrial asset, net of a $57,750 mortgage loan, to a DST as part of its second DST Offering of $60,900, and sold 13 industrial assets to a DST as part of its third DST Offering of $95,540. See Note 9 - Debt for additional information regarding the mortgage loan. The Company did not sell or contribute any assets to a DST during the year ended December 31, 2024. A wholly owned subsidiary of the Company leased back the assets held in the DSTs in accordance with master lease agreements.

The following tables provide details on the Company’s DST Program activity:


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net proceeds from DST Interests sold (1)	$	67,133	$	8,462	$	106,272	$	12,940


Master lease payments (2)	$	3,215	$	1,119	$	4,518	$	2,270
Distributions from the Company’s DST Interests	$	1,283	$	911	$	1,808	$	1,995

(1) Net proceeds from DST Interests sold for the three and six months ended June 30, 2025 are net of total upfront fees at closing of $1,631 and $2,409, of which the Company earned $1,117 and $1,911, respectively. Net proceeds from DST Interests sold for the three and six months ended June 30, 2024 are net of total upfront fees earned at closing of $45 and $135, of which the Company earned $45 and $129, respectively. The upfront fees earned at closing by the Company are included within Other (expense) income, net on the Condensed Consolidated Statements of Operations.

(2) We account for payments made to the DSTs under the master lease as a reduction of our financial obligations prior to remeasuring the fair value.


	June 30, 2025		December 31, 2024
DST financing obligation (1)	$	158,024	$	52,123

(1) The DST financing obligation is included within Other liabilities on the Condensed Consolidated Balance Sheets.

From inception of the DST Program through June 30, 2025, the Company has raised gross proceeds of $160,910.

8. Intangibles

The gross carrying amount and accumulated amortization of the Company’s identified intangible lease assets consisted of the following:


		June 30, 2025						December 31, 2024
	Weighted Average Life (Years)	Intangible lease assets, gross		Accumulated Amortization		Intangible lease assets, net		Intangible lease assets, gross		Accumulated Amortization		Intangible lease assets, net
Intangible lease assets
In-place lease intangibles	14.6	$	109,933	$	(20,077)	$	89,856	$	107,642	$	(15,978)	$	91,664
Other lease intangibles (1)	14.8	86,348		(9,439)		76,909		82,696		(6,259)		76,437
Total intangible lease assets	14.7	$	196,281	$	(29,516)	$	166,765	$	190,338	$	(22,237)	$	168,101

(1) Includes total tenant lease inducement balance of $61,586 and $60,676 as of June 30, 2025 and December 31, 2024.

Amortization expense related to the intangible lease assets for the three months ended June 30, 2025 was $3,561, of which $2,797 and $764 is included in Depreciation and amortization and Rental revenue, respectively, within the Condensed Consolidated Statements of Operations. Amortization expense related to the intangible leases assets for the six months ended June 30, 2025 $7,072, of which $5,557 and $1,515 is included in Depreciation and amortization and Rental revenue, respectively, within the Condensed Consolidated Statements of Operations. The amount included in rental revenue is related to tenant inducements and is a reduction to revenue.

Amortization expense related to the intangible lease assets for the three months ended June 30, 2024 was $2,571, of which $2,203 and $368 is included in Depreciation and amortization and Rental revenue, respectively, within the Condensed Consolidated Statements of Operations. Amortization expense related to the intangible lease assets for the six months ended June 30, 2024 was $5,127, of which $4,350 and $777 is included in Depreciation and amortization and Rental revenue, respectively, within the Condensed Consolidated Statements of Operations. The amount included in rental revenue is related to tenant inducements and is a reduction to revenue.

The estimated future amortization on the Company’s intangible assets for each of the next five years and thereafter as of June 30, 2025 is as follows:


	In-Place Tenant Lease Intangible Assets		Other Lease Intangibles
2025 (remaining)	$	4,053	$	3,109
2026	8,107		6,217
2027	8,107		6,217
2028	8,107		6,217
2029	8,106		6,216
2030	8,107		6,217
Thereafter	45,269		42,716
Total	$	89,856	$	76,909

As of June 30, 2025 and December 31, 2024, the gross carrying amount of the Company’s below market lease intangibles was $5,931 and $5,931, with accumulated amortization of $697 and $519, respectively. The below market lease intangibles, net of accumulated amortization, are included in Other liabilities within our Condensed Consolidated Balance Sheets.

9. Debt

The following table details the mortgage notes and credit facilities of the Company:


					Principal Balance Outstanding
Indebtedness	Weighted Average Interest Rate(1)(2)	Weighted Average Maturity Date	Maximum Facility Size		June 30, 2025		December 31, 2024
Mortgage notes & credit facilities:
Unsecured term loan credit facility	S + 1.35%	6/12/2030	$	1,250,000	$	1,250,000	$	1,165,500
Unsecured revolving credit facility	S + 1.40%	6/12/2029	$	2,485,000	—		246,950
Fixed rate mortgages	4.99%	8/25/2029	N/A		106,291		99,098
Variable rate mortgages	S + 1.88%	3/27/2028	N/A		107,309		129,824
Deferred financing costs, net					(45,354)		(13,624)
Total Mortgage notes & credit facilities, net:					$	1,418,246	$	1,627,748

Unsecured senior notes
Unsecured senior notes	6.35%	2/2/2030	N/A		$	130,000	$	130,000
Deferred financing costs, net					(3,478)		(3,655)
Unsecured senior notes, net:					$	126,522	$	126,345

Secured financings of investments in real estate debt
Secured financings of investments in real estate debt	S + 1.61%	8/20/2025	N/A		$	115,276	$	—

__________________

(1)The term “S” refers to the relevant floating benchmark rates, which include daily secured overnight financing rate (“SOFR”), 30-day SOFR, one-month euro interbank offered rate (“EURIBOR”), daily Canadian overnight repo rate average (“CORRA”), and one-month SONIA as applicable to each loan. As of June 30, 2025, we have outstanding interest rate swaps that mitigate our exposure to potential future interest rate increases under our floating rate debt. See further discussion of outstanding interest rate swaps below.

(2)The Company’s mortgage and notes payable contain yield or spread maintenance provisions.

Mortgage Notes and Credit Facilities

On June 12, 2025, the Company entered into an amended and restated credit agreement, which amends and restates the credit agreement dated August 11, 2022. The amended and restated credit agreement provides for, among other things, (a) an upsize of the senior unsecured term loan facility from $1,165,500 to $1,250,000, (b) an upsize of the aggregate principal amount of the senior unsecured revolving credit facility from $724,500 to $2,485,000, (c) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments from up to $3,200,000 to up to $5,000,000, (d) an extension of the revolving credit scheduled maturity date from August 2026 to June 2029, (e) an extension of the initial term loan scheduled maturity date from August 2027 to June 2030, and (f) the amendment of certain financial and other covenants.

The unsecured term loan credit facility bears interest at a base rate plus a margin ranging from 0.25% to 1.85%. The base rate is SOFR plus 0.10% or the greater of (a) Keybank N.A.’s announced prime rate, (b) 0.5% above the federal funds effective rate, and (c) 1.0%, as applicable. The weighted average interest rate for the unsecured term loan credit facility for the six months ended June 30, 2025 was 5.68% (unhedged) and 5.02% (hedged).

The unsecured revolving credit facility consists of USD (“USD Revolver”) and Alternative (“Alternative Revolver”) denominated currencies, and bears interest at a base rate plus a margin ranging from 0.30% to 1.90%. The base rate is the greater of (a) Keybank N.A.’s announced prime rate, (b) 0.5% above the federal funds effective rate, (c) adjusted floating rate, and (d) 1.0%. The adjusted floating rate for the USD Revolver is SOFR plus 0.10%, while the Alternative Revolver is EURIBOR for Euro borrowings, and CORRA plus 0.30% for Canadian Dollar borrowings. The weighted average interest rate for the unsecured revolving credit facility for the six months ended June 30, 2025 was 5.75% (unhedged) and 4.75% (hedged). During the six months ended June 30, 2025, the Company earned an additional $277 of income as a result of over hedging on our interest rate swaps. We believe the interest rate swaps are still highly effective.

During the six months ended June 30, 2025, the Company entered into a variable rate mortgage note of $57,750 secured by a property contributed to a DST as part of our DST Program. The interest on the mortgage and any amounts received or owed under the interest rate swap are borne by such DST and are not consolidated in the Company’s Condensed Consolidated Financial Statements. Additionally, the Company contributed a variable rate mortgage note of $84,500 for interest in a joint venture. Refer to Note 3 - Acquisitions and Dispositions for additional information.

The following table details the Company’s interest rate swaps as of June 30, 2025:


Notional Balance						Fixed Rate
Mortgage notes & credit facilities:
Unsecured term loan credit facility
$700,000						3.65%
$250,000						3.42%
$145,500						4.23%
$100,000						3.67%
$54,500						3.40%
Unsecured revolving credit facility
$100,000						3.25%
$45,500						3.40%
Variable rate mortgages
$48,923						3.74%

Unsecured Senior Notes

On August 28, 2024, NLT OP entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $29,000 of 6.24% Senior Notes, Series A, due August 28, 2028, $38,500 of 6.32% Senior Notes, Series B, due August 28, 2029, $39,500 of 6.40% Senior Notes, Series C, due August 28, 2030 and $23,000 of 6.43% Senior Notes, Series D, due August 28, 2031 (collectively, the “Notes”), to qualified institutional investors in a private placement. Interest on the notes is due semi-annually on the 28th day of February and August of each year beginning on February 28, 2025. Proceeds from the issuance of the notes were used to pay down existing indebtedness of the Company and for other general purposes.

Secured Financings of Investments in Real Estate Debt

During the six months ended June 30, 2025, the Company entered into financing agreements secured by $199,885 of its CMBS investments under a master repurchase agreement. The terms of the master repurchase agreement provide the lenders the ability to determine the size and terms of the financing provided based upon the particular collateral pledged by the Company, and may require the Company to provide additional collateral in the form of cash or securities if the market value of such financed investment declines. The master repurchase agreement has no set maturity date, with each borrowing having initial terms of one to three months.The Company has the option to continuously extend the maturity of outstanding balances for additional one to three month terms upon each interim maturity date.

As of June 30, 2025, the Company’s total secured financings of investments in real estate debt outstanding was $115,276 with a weighted average maturity date of August 20, 2025, and a weighted average interest rate of SOFR + 1.61%, the relevant floating benchmark rate. As of December 31, 2024, the Company did not have any secured financings of investments in real estate debt outstanding. The Company’s secured financings of investments in real estate debt are included within Other Liabilities within the Condensed Consolidated Balance Sheets. As of June 30, 2025, the Company believes it was in compliance with all of its loan covenants that could result in a default under such agreements.

The Company is subject to various financial and operational covenants under certain of its mortgage notes, term loan and revolving credit facilities, unsecured senior notes agreements and secured financings of investments in real estate debt. These covenants require the Company to maintain certain financial ratios, which include leverage, debt service coverage, and tangible net worth thresholds, among others. As of June 30, 2025, the Company believes it was in compliance with all of its loan covenants that could result in a default under such agreements.

The following table details the future principal payments due under the Company’s outstanding third-party borrowings as of June 30, 2025:


Year	Amount
2025 (remaining)	$	115,276
2026	49,559
2027	—
2028	29,000
2029	144,791
2030	1,347,250
Thereafter	23,000
Total	$	1,708,876

10. Derivative Financial Instruments

The Company uses derivative financial instruments to minimize the risks and/or costs associated with the Company’s investments and financing transactions. These derivatives may or may not qualify as net investment, cash flow, or fair value hedges under the hedge accounting requirements of ASC 815. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to fluctuations in foreign exchange rates.

Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income for our interest rate swap and interest rate caps will be reclassified to interest expense as interest payments are made on the Company’s mortgages and term loan credit facility. Refer to Note 2 - Summary of Significant Accounting Policies and Estimates for additional detail.

Interest Rate Contracts

Certain of the Company’s financing transactions expose the Company to interest rate risks, which include exposure to variable interest rates on certain unsecured loans and loans secured by the Company’s real estate and variable rate investments in real estate debt where the Company is the lender. The Company uses derivative financial instruments to minimize the risks and/or costs associated with the Company’s financing and to limit the Company’s exposure to the future variability of interest rates. To mitigate this risk, the Company enters into derivative financial instruments with counterparties it believes to have appropriate credit ratings and that are major financial institutions with which the Company and its affiliates may also have other financial relationships.

The Company’s objective in using interest rate derivatives is to add stability to our interest expense and interest income, and to manage our exposure to interest rate fluctuations. To accomplish this objective, we use interest rate swap and interest rate cap contracts to manage our exposure on the variable rate interest debt and variable rate investments in real estate debt. The Company has designated these derivative financial instruments as cash flow hedges as defined under GAAP as of June 30, 2025.

Foreign Currency Exchange Rate Derivatives

Certain of the Company’s foreign investments expose it to fluctuations in foreign currency exchange rates. The Company uses foreign exchange rate derivatives, including foreign currency forwards and currency options, to reduce the risk from fluctuations in foreign exchange rates associated with its assets and liabilities denominated in foreign currencies. The Company also uses foreign currency derivatives to hedge the foreign exchange risk associated with certain of its net investments in foreign operations.

The Company enters into currency options that give it the right, but not the obligation, to sell the foreign currency amount in exchange for a functional currency amount within a limited time at a contracted price. The contracts may also be net settled in cash, based on differentials in the foreign currency exchange rate and the strike price. The Company uses currency options as an economic hedge of foreign currency exposure related to the Company’s non-U.S. investments.

The following table details the Company’s outstanding derivatives:


			Notional Amount
Financial Instruments	Number of Instruments	Weighted Average Maturity Date	June 30, 2025		December 31, 2024
Derivatives designated as hedging instruments
Interest rate swaps	8	3/3/2028	$	1,507,923	$	1,425,130

Derivatives not designated as hedging instruments
Foreign currency forward contracts (1)	8	1/1/2030	435,219		131,037
Foreign currency option contracts (1)	2	11/30/2028	104,370		104,370
Total			$	2,047,512	$	1,660,537

__________________

(1)The notional amount reflects the balance we expect to settle at the maturity date based on the contractual strike price at trade execution.

The fair value of our derivative financial instruments and their classification on our Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 are detailed below.


		Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	June 30, 2025		December 31, 2024		Balance Sheet Location	June 30, 2025		December 31, 2024
Derivatives Designated as Hedging Instruments
Interest rate swaps	Other Assets	$	618	$	13,546	Other Liabilities	$	9,563	$	1,922

Total Derivatives Designated as Hedging Instruments		$	618	$	13,546		$	9,563	$	1,922

Derivatives Not Designated as Hedging Instruments
Foreign currency forward contracts	Other Assets	$	160	$	808	Other Liabilities	$	12,243	$	2,630
Foreign currency option contracts	Other Assets	6,465		2,853		Other Liabilities	—		—
Total Derivatives Not Designated as Hedging Instruments		$	6,625	$	3,661		$	12,243	$	2,630

The following table details the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations during the three months ended June 30, 2025 and 2024:


	Amount of Unrealized Gain (Loss) Recognized in OCI				Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain Reclassified from Accumulated OCI into Income
Derivatives Designated as Hedging Instruments	June 30, 2025		June 30, 2024			June 30, 2025		June 30, 2024
Interest rate swaps - Investments	$	(238)	$	—	Interest Income	$	43	$	—
Interest rate swaps - Borrowings	(4,148)		8,272		Interest Expense	2,391		5,223
Interest rate caps	—		2,429		Interest Expense	—		2,248
Total Derivatives Designated as Hedging Instruments	$	(4,386)	$	10,701		$	2,434	$	7,471

The following table details the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations during the six months ended June 30, 2025 and 2024:


	Amount of Unrealized Gain (Loss) Recognized in OCI				Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain Reclassified from Accumulated OCI into Income
Derivatives Designated as Hedging Instruments	June 30, 2025		June 30, 2024			June 30, 2025		June 30, 2024
Interest rate swaps - Investments	$	(1,025)	$	—	Interest Income	$	58	$	—
Interest rate swaps - Borrowings	(15,259)		33,981		Interest Expense	4,702		10,365
Interest rate caps	—		5,656		Interest Expense	—		4,630
Total Derivatives Designated as Hedging Instruments	$	(16,284)	$	39,637		$	4,760	$	14,995

The following table details the effect of the Company’s derivative financial instruments not designated as hedging instruments on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024:


		Three Months Ended				Six Months Ended
Derivatives Not Designated as Hedging Instruments	Income Statement Location	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Foreign currency forward contracts	Other Income (Expense)	$	(8,435)	$	963	$	(10,260)	$	2,897
Foreign currency option contracts	Other Income (Expense)	3,175		(375)		3,612		(1,708)
Total Derivatives Not Designated as Hedging Instruments		$	(5,260)	$	588	$	(6,648)	$	1,189

11. Related Party Transactions

Due to Affiliates

The following table details the components of due to affiliates:


	June 30, 2025		December 31, 2024
Accrued ongoing servicing fees	$	134,625	$	101,890
Accrued management fee	12,673		9,710
Performance participation allocation	18,331		15,719
Advanced organization and offering costs	8,591		9,677
Other advanced expenses (1)	3,635		3,095
Total	$	177,855	$	140,091

________________

(1)Includes salaries and other invoices paid by the Adviser on behalf of and subsequently reimbursed by the Company.

Ongoing Servicing Fees

The Company accrues ongoing servicing fees payable to Blue Owl Securities LLC (the “Dealer Manager”), for ongoing services rendered to shareholders for Class S, Class N, and Class D shares equal to 0.85%, 0.50% and 0.25%, respectively, per annum of the aggregate NAV of the respective outstanding class of shares. The ongoing servicing fees are paid monthly in arrears.

As part of the DST Program, NLT OP is authorized to issue three additional classes of OP Units, Class S-1, Class N-1, and Class D-1 in exchange for Interests in DSTs in the event NLT OP elects to exercise its FMV Buyback Option and the participation of such OP Units in the Company’s distribution reinvestment plan. NLT OP will pay to the Dealer Manager for ongoing services rendered to shareholders for Class S-1, Class N-1, and Class D-1 OP Units equal to 0.85%, 0.50% and 0.25%, respectively, per annum of the aggregate NAV of the respective outstanding class of OP Units. The servicing fees will be paid monthly in arrears. Additionally, the DST Sponsor, Blue Owl Real Estate Exchange LLC, a wholly owned subsidiary of the Company, will pay to the Dealer Manager, a service fee equal to 0.25% per annum of the price per Interest sold, to be paid quarterly or monthly in arrears based on the DST Offering.

Accrued Management Fees

The Company will pay the Adviser a management fee equal to 1.25% of NAV per annum payable monthly for services rendered related to ongoing operations of ORENT pursuant to the Investment Advisory Agreement. Additionally, to the extent that NLT OP issues OP Units to parties other than the Company, NLT OP will pay the Adviser a management fee equal to 1.25% of the NAV of NLT OP attributable to such units not held by us per annum payable monthly.

The management fee may be paid, at the Adviser’s election, in cash, Class I shares or Class I OP Units. To date, the Adviser has elected to receive the management fee in the Company’s common shares, resulting in a non-cash expense. During the three and six months ended June 30, 2025, the Company incurred management fees of $18,622 and $34,838, respectively. During the three and six months ended June 30, 2024, the Company incurred management fees of $10,323 and $18,804, respectively.

During the six months ended June 30, 2025 and 2024, the Company issued 3,124,371 and 1,624,473 shares, respectively, to the Adviser as payment for management fees. Management fees of $12,673 and $9,710 were accrued and unpaid as of June 30, 2025 and December 31, 2024, respectively. The shares issued to the Adviser for payment of the management fee were issued at the applicable NAV per share at the end of each month for which the fee was earned.

Additionally, in connection with the DST Program, the Company will pay the Adviser a management fee equal to 1.25% of the total consideration received by the Company or its affiliate for selling Interests to third-party investors, net of up-front fees and expense reimbursements payable out of gross sale proceeds from the sale of such Interests and any proceeds from any loans secured directly or indirectly by the DST Properties, per annum payable monthly. The Adviser has waived the fee for the current DST Offerings.

Performance Participation Allocation

In addition to the fees paid to the Adviser for services provided pursuant to the Investment Advisory Agreement, Blue Owl Oak Trust Carry LLC, a controlled subsidiary of Blue Owl, and Blue Owl Real Estate Net Lease Trust CPV LP (formerly, Oak Trust Carry Participant Vehicle LP), controlled by senior and other officers of Blue Owl (each a “Special Limited Partner”) holds a performance participation interest in NLT OP that entitles them to receive an allocation of NLT OP’s total return. Total return is defined as total distributions plus the change in the Company’s NAV per share, adjusted for subscriptions and repurchases. The performance participation allocation is an incentive fee paid to the Adviser and receipt of the allocation is subject to the ongoing effectiveness of the Investment Advisory Agreement. Under the NLT OP agreement, the Special Limited Partners are entitled to an allocation from NLT OP equal to 12.5% of total return, after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount). The allocation of the performance participation allocation is measured on a calendar year basis and is paid quarterly in OP Units, ORENT shares, or cash, at the election of the Special Limited Partner. As the performance participation allocation is associated with the performance of services rendered by the Adviser, and the Special Limited Partners are only entitled to the performance participation allocation fee provided that the Investment Advisory Agreement has not been terminated, the Company accounts for the performance participation allocation as an expense in our Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2025, the Company recognized $18,331 and $30,896, respectively, of performance participation allocation expense in the Company’s Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2024, the Company recognized $8,333 and $15,162, respectively, of performance participation allocation expense in the Company’s Condensed Consolidated Statements of Operations.

During the six months ended June 30, 2025 and 2024, the Company issued 2,773,439 and 528,732 Class I OP Units to the Special Limited Partners as payment of performance participation allocation at the respective NAV per unit. During the six months ended June 30, 2025, 113,979 Class I OP Units originally issued as payment of performance participation allocation were redeemed. During the six months ended June 30, 2024, 20,439 Class I OP Units originally issued as payment of performance participation allocation were redeemed. As of June 30, 2025 and December 31, 2024, there were 6,468,614 and 3,809,153 Class I OP Units outstanding, respectively, issued as payment of the performance participation allocation expense.

Advanced Organization and Offering Costs

The Adviser advanced all of the organization and offering costs on behalf of the Company (including legal, marketing, due diligence, administrative, accounting, design and website expenses, fees and expenses of our escrow agent and transfer agent, and other expenses attributable to the Company’s organization, but excluding ongoing servicing fees) through September 1, 2023. Such costs are recorded as a component of Due to affiliates on the Company’s Condensed Consolidated Balance Sheets and are being reimbursed to the Adviser pro rata over 60 months beginning September 1, 2023.

Accrued interest - affiliate line of credit

During the six months ended June 30, 2024, the Company issued 695,189 Class I shares to our affiliate, Blue Owl Capital Holdings LP, as payment for interest on the revolving promissory note. During the year ended December 31, 2024, the Company repaid the outstanding balance under the affiliate line of credit as well as the remaining accrued interest through the use of proceeds from the issuance of common shares and cash flows from operations.

Common Shares Held by Affiliates

As of June 30, 2025 and December 31, 2024, ORENT affiliates and their employees owned 9,095,239 and 13,109,016 ORENT Class I shares, respectively. The aggregate amount of Class I shares owned by ORENT affiliates and their employees was $93,188 and $133,696, based on the NAV per share/unit as of June 30, 2025 and December 31, 2024, respectively.

During the six months ended June 30, 2025, the Adviser submitted 4,511,171 Class I shares, previously issued as payment for management fees and interest on the affiliate line of credit, for repurchase by the Company for a total of

$46,000. During the six months ended June 30, 2024, the Adviser did not submit any shares for repurchase. Additionally, during the six months ended June 30, 2025, Blue Owl Real Estate Fund V OP (SH) LP (“Fund V”), a fund also managed by the Adviser, redeemed 2,777,242 Class I shares for a total of $28,402. The shares represent all of the shares previously issued by the Company as consideration for properties acquired from Fund V during the year ended December 31, 2022.

12. Leases

Lessor – Operating leases

The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s net lease properties which consists of fixed annual rent that escalates annually throughout the term of the applicable leases, and the tenant is generally responsible for all property-related expenses, including taxes, insurance, and maintenance. The Company's net lease properties are each leased to a single tenant.

The following table details the components of operating lease income from leases in which the Company is the lessor.


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Base rent (1)	$	46,001	$	39,108	$	91,164	$	79,773
Straight-line rental revenue, net (2)	5,280		4,006		10,405		9,118
Variable lease payments (3)	5,854		5,541		11,223		10,657
Amortization of above/below market lease intangibles	89		62		178		123
Total Rental revenue	$	57,224	$	48,717	$	112,970	$	99,671

__________________

(1)Consists of fixed lease payments.

(2)Represents lease income related to the excess (deficit) of straight-line rental revenue over fixed lease payments.

(3)Consists of reimbursement of common area maintenance (“CAM”) and real estate taxes, as well as amortization of tenant inducements.

The following table presents the undiscounted future minimum rents the Company expects to receive for its net lease properties classified as operating leases as of June 30, 2025.


Year	Future Minimum Rents (1)
2025 (remaining)	$	93,248
2026	189,004
2027	191,820
2028	194,788
2029	196,231
2030	199,224
Thereafter	1,753,215
Total	$	2,817,530

(1) Excludes future minimum rents related to leases with build-to-suit arrangements and other leases where the rent commencement date is based on future events and therefore not fixed at June 30, 2025.

Lessor – Financing receivables

In accordance with ASC 842, certain of the Company’s sales-type lease contracts are accounted for as failed sale-leaseback transactions and were recorded as an Investments in leases - Financing receivables. During the three and six months ended June 30, 2025, the Company recognized interest income of $8,873 and $19,180, respectively. During the three and six months ended June 30, 2024, the Company recognized interest income of $15,037 and $29,571, respectively. Interest income is recognized on an effective interest basis at a constant rate of return over the term of the applicable leases. Cash received from the sales-type leasing agreements was $11,396 and $21,313 during the six months ended June 30, 2025 and 2024, respectively.

All of the lease payments are on a triple net basis to the tenant and the Company has rights in accordance with the individual lease agreements to protect the value of our leased properties. As of June 30, 2025, the future minimum

payments of sales-type lease receivables were as follows:


Year	Future Minimum Payments
2025 (remaining)	$	14,605
2026	29,820
2027	30,623
2028	31,448
2029	32,295
2030	33,165
Thereafter	1,211,619
Total lease payment receivable	1,383,575
Less deferred interest income	1,047,105
Less allowance for credit losses	18,422
Total Investments in leases - Financing receivables	$	318,048

The following table reflects the roll-forward of the allowance for credit losses on our real estate portfolio for the six months ended June 30, 2025 and 2024:


	Six Months Ended
	June 30, 2025		June 30, 2024
Balance, beginning of period	$	22,934	$	16,638
Current period change in credit allowance	2,687		742
Reduction in allowance resulting from dispositions	(7,199)		—
Balance, end of period	$	18,422	$	17,380

We assess the credit quality of our investments through the credit ratings of the lessee. The credit quality indicators are reviewed by us on a quarterly basis as of quarter-end. In instances where the lessee does not have a public credit rating, we may use either a comparable proxy company or the overall corporate credit rating, as applicable. We also use this credit rating to determine the probability of default (“PD”) when estimating credit losses for each investment. Our current year change in credit allowance is primarily the result of the Company’s dispositions.

The following tables detail the amortized cost basis of our Investments in leases - Financing receivable by the credit quality indicator as of June 30, 2025 and December 31, 2024:


	June 30, 2025
	B2		Caa2		Total
Investments in leases - Financing receivable	$	114,410	$	222,060	$	336,470


	December 31, 2024
	B2		Caa2		Total
Investments in leases - Financing receivable	$	342,849	$	215,358	$	558,207

Purchase Option Provisions

Certain of the Company’s leases include purchase option provisions. The provisions vary by agreement but generally allow the lessee to purchase the property during a specified period for the Company’s gross investment plus a specified proportion of appreciation. The Company expects that the purchase price will be greater than its net investment in the property at the time of potential exercise by the lessee.

Lessee - DST Program Master Lease

As of June 30, 2025, the Company has contributed 16 assets to DSTs as part of its DST Offerings. The assets are leased back to the Company by a wholly owned subsidiary of the Company under the master lease agreement. The following table presents the undiscounted future minimum rent payment obligation of the wholly owned subsidiary:


Year	Future Minimum Payments
2025 (remaining)	$	8,204
2026	16,408
2027	16,408
2028	16,566
2029	16,814
2030	17,871
Thereafter	280,746
Total	$	373,017

13. Equity and Non-Controlling Interest

Authorized Capital

As of June 30, 2025, the Company had the authority to issue an unlimited number of preferred shares and four classes of common shares including Class S shares, Class N shares, Class D shares, and Class I shares. Each class of common shares and preferred shares has a par value of $0.01. The Company’s Board of Trustees has the ability to establish the preferences and rights of each class of common shares or series of preferred shares, without shareholder approval, and as such, it may afford the holders of any series of preferred shares preferences, powers and rights senior to the rights of holders of common shares. The differences among the common share classes relate to upfront transaction fees and ongoing shareholder servicing fees. See Note 2 – Summary of Significant Accounting Policies and Estimates for a further description of such items. Other than the differences in upfront transaction fees and ongoing shareholder servicing fees, each class of common shares has the same economic and voting rights.

Common Shares

The following table details the movement in the Company’s outstanding shares of common shares:


	Three Months Ended June 30, 2025
	Class S	Class N	Class D	Class I	Total
March 31, 2025	212,038,904	24,524,850	3,974,835	250,368,354	490,906,943
Common shares issued	30,889,872	9,997,313	569,138	35,687,916	77,144,239
Distribution reinvestment	2,056,780	215,206	58,174	2,133,686	4,463,846
Common shares repurchased	(1,880,837)	—	—	(9,490,692)	(11,371,529)
Common shares converted(1)	(177,787)	—	—	176,681	(1,106)
June 30, 2025	242,926,932	34,737,369	4,602,147	278,875,945	561,142,393

__________________

(1)During the three months ended June 30, 2025, 177,787 Class S Shares with a value of $1,808 were converted into 176,681 Class I shares based on the respective period’s NAV per share.


	Six Months Ended June 30, 2025
	Class S	Class N	Class D	Class I	Total
December 31, 2024	186,966,766	15,155,627	1,751,905	219,267,018	423,141,316
Common shares issued	57,263,539	19,233,410	2,751,066	67,811,709	147,059,724
Distribution reinvestment	3,872,107	348,332	99,176	4,019,764	8,339,379
Common shares repurchased	(4,416,206)	—	—	(12,977,149)	(17,393,355)
Common shares converted(1)	(759,274)	—	—	754,603	(4,671)
June 30, 2025	242,926,932	34,737,369	4,602,147	278,875,945	561,142,393

__________________

(1)During the six months ended June 30, 2025, 759,274 Class S Shares with a value of $7,703 were converted into 754,603 Class I shares based on the respective period’s NAV per share.

Redeemable Common Shares

In connection with the Company’s payment of interest on its Affiliate line of credit and management fee, the Adviser holds Class I common shares. See Note 11 – Related Party Transactions for further details on the affiliate line of credit and management fee. The Adviser and Blue Owl Capital Holdings LP have the ability to redeem the Class I shares for cash at their election, therefore the Company has classified these Class I shares as Redeemable common shares outside of equity on the Company’s Condensed Consolidated Balance Sheets. As of June 30, 2025 and December 31, 2024, we have issued 11,542,484 and 8,418,113 Redeemable common shares, respectively. As of June 30, 2025 and December 31, 2024, 4,177,066 and 5,563,867 Redeemable common shares, respectively, remained outstanding. See Note 11 - Related Party Transactions for further details on the redemption of Redeemable common shares.

The Redeemable common shares are recorded at the greater of (i) their issuance amount, or (ii) their redemption value, which is equivalent to the fair value of the shares at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment of $146 and $19 during the three and six months ended June 30, 2025, respectively, and $9 and $24 during the three and six months ended June 30, 2024, respectively.

Share and Unit Repurchases

The Company adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request, on a quarterly basis, that the Company repurchase all or any portion of their shares. The repurchase price per share will generally be equal to the NAV per share as of the last calendar day of the first month of the applicable calendar quarter, except that, subject to certain exceptions, shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price (“Early Repurchase Deduction”). The aggregate NAV of total repurchases of Class S, Class N, Class D and Class I Shares is limited to no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the preceding three months for which NAV is available). Shareholders may request on a quarterly basis that the Company repurchase all or any portion of their shares and may submit such repurchase requests beginning after the start of the second month of the applicable calendar quarter. The Early Repurchase Deduction does not apply to shares acquired through the distribution reinvestment plan.

Other than as described for Redeemable common shares and Redeemable Non-Controlling Interests, the Company is not obligated to repurchase any shares and could choose to repurchase fewer shares than were requested to be repurchased, or none at all. Further, the Board of Trustees may modify and suspend the Company’s Share Repurchase Plan if it deems such action to be in the Company’s best interest and the best interest of its shareholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any particular calendar quarter, shares repurchased at the end of such calendar quarter would be repurchased on a pro rata basis.

During the three months ended June 30, 2025, the Company repurchased 11,371,529 shares of common shares for a total of $116,228, and converted 523,138 Class I OP Units to Class I shares with a value of $5,336. The Company did not repurchase any OP Units for cash during the three months ended June 30, 2025.

During the six months ended June 30, 2025 the Company repurchased 17,393,355 shares of common shares for a total of $177,359, and converted 584,422 Class I OP Units to Class I shares with a value of $5,961. The Company did not repurchase any OP Units for cash during the six months ended June 30, 2025.

During the three months ended June 30, 2024, the Company repurchased 2,372,508 shares of common shares for a total of $24,086, and converted 105,744 Class I OP Units to Class I shares with a value of $1,075. The Company repurchased 37,933 OP Units for cash with a value of $385.

During the six months ended June 30, 2024, the Company repurchased 4,044,367 shares of common shares for a value of $40,974, and converted 429,046 Class I OP Units to Class I shares with a total value of $4,416. The Company repurchased 50,593 OP Units for cash with a value of $516.

The Company had no unfulfilled repurchase requests during the six months ended June 30, 2025 and 2024.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its shareholders each year to comply with the REIT provisions of the Internal Revenue Code. Each class of common shares receives the same gross distribution per share. The net

distribution varies for each class based on the applicable shareholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table details the aggregate distributions declared for each applicable class of common shares for the three months ended June 30, 2025 and 2024:


	Three Months Ended
	June 30, 2025								June 30, 2024
	Class S		Class N		Class D		Class I		Class S		Class N		Class D		Class I
Aggregate gross distributions declared per common share	$	0.1750	$	0.1750	$	0.1750	$	0.1750	$	0.1751	$	0.0584	$	0.1751	$	0.1751
Shareholder servicing fee per common share	(0.0216)		(0.0127)		(0.0064)		—		(0.0215)		(0.0043)		(0.0064)		—
Net distributions declared per common share	$	0.1534	$	0.1623	$	0.1686	$	0.1750	$	0.1536	$	0.0541	$	0.1687	$	0.1751

The following table details the aggregate distributions declared for each applicable class of common shares for the six months ended June 30, 2025 and 2024:


	Six Months Ended
	June 30, 2025								June 30, 2024
	Class S		Class N		Class D		Class I		Class S		Class N		Class D		Class I
Aggregate gross distributions declared per common share	$	0.3500	$	0.3500	$	0.3500	$	0.3500	$	0.3500	$	0.0584	$	0.3500	$	0.3500
Shareholder servicing fee per common share	(0.0430)		(0.0254)		(0.0128)		—		(0.0428)		(0.0043)		(0.0125)		—
Net distributions declared per common share	$	0.3070	$	0.3246	$	0.3372	$	0.3500	$	0.3072	$	0.0541	$	0.3375	$	0.3500

The Company has adopted a distribution reinvestment plan whereby shareholders will have their cash distributions automatically reinvested in additional common shares unless they elect to receive their distributions in cash. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the transaction price at the time the distribution is payable. Shareholders will not pay an upfront transaction fee when purchasing shares pursuant to the distribution reinvestment plan. The ongoing servicing fees with respect to shares of Class S shares, Class N shares, and Class D shares are calculated based on the NAV for those shares and may reduce the NAV.

Redeemable Non-controlling Interest

In connection with payment of its performance participation allocation, the Special Limited Partners hold Class I OP Units. See Note 11 - Related Party Transactions for further details of the Special Limited Partners’ performance participation interest. Because the Special Limited Partners have the ability to redeem their Class I OP Units for Class I shares in the Company or cash at their election, the Company has classified these Class I OP Units as Redeemable Non-controlling Interest in mezzanine equity on the Company’s Condensed Consolidated Balance Sheets.

The following table details the redeemable non-controlling interest activity related to the Special Limited Partners for the six months ended June 30, 2025 and 2024:


	Six Months Ended
	June 30, 2025		June 30, 2024
Balance, beginning of period	$	39,952	$	17,976
Settlement of prior performance participation allocation	28,284		5,371


Repurchases	(1,163)		(208)
Net income allocation	1,568		188
Other comprehensive income allocation	182		83
Distributions	(1,906)		(672)
Fair value allocation	462		437
Reallocation between additional paid-in capital and non-controlling interests due to changes in NLT OP ownership	460		512
Balance, end of period	$	67,839	$	23,687

During the six months ended June 30, 2025 and 2024, the Company issued Class I OP Units to the Special Limited Partners as payment of the performance participation allocation. As of June 30, 2025, 134,418 OP Units had been redeemed for cash, and 6,718 OP Units had been exchanged for Class I shares in the Company.

The Redeemable Non-controlling Interests are recorded at the greater of (i) their carrying amount, adjusted for their share of the allocation of GAAP net income or loss and distributions, or (ii) their redemption value, which is equivalent to the fair value of such interests at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment between Additional Paid-in-Capital and Redeemable Non-controlling Interest of $498 and $462 during the three and six months ended June 30, 2025, respectively, and $312 and $437 during the three and six months ended June 30, 2024, respectively.

Share-Based Compensation

During the six months ended June 30, 2025 and 2024, we awarded independent members of the Board of Trustees 39,255 and 38,683 shares of restricted Class I shares, respectively. The restricted Class I shares are subject to a vesting period of 13.5 months. The Company incurred total share-based compensation expense of approximately $106 and $235 for the three and six months ended June 30, 2025, respectively, and $94 and $207 for the three and six months ended June 30, 2024, respectively.

14. Commitments and Contingencies

The Company is involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, the Company believes the ultimate resolution of such claims and litigation will not have a material adverse effect on its financial position, results of operations or liquidity. See Note 5 - Investments in Unconsolidated Real Estate Affiliates for discussion of the funding guarantee the Company has provided related to STORE.

During the year ended December 31, 2024, the Company acquired 23 investments related to build-to-suit arrangements. As of June 30, 2025, the Company has placed four of the assets in service and contributed two of the assets for interest in LV Petroleum JV. The Company has paid and/or accrued $56,936 in construction costs and estimates the total future commitments to complete the construction for the 17 remaining assets to be $35,104. As of June 30, 2025, the remaining maximum contractual funding is $70,728. Additionally, as of June 30, 2025, the Company estimates its pro rata capital contributions to LV Petroleum JV required to complete construction of the two build-to-suit assets to be $9,467.

During the year ended December 31, 2024, the Company made an indirect investment through BOREC Spider Member LLC in CoreWeave CTP-02 JV, which will construct an asset under a build-to-suit arrangement. During the three months ended June 30, 2025, the Company made an indirect investment through BOREC Spider Member III LLC in CoreWeave CTP-03 JV, which will construct another asset under a build-to-suit arrangement leased to CoreWeave, Inc. See Note 5 - Investments in Unconsolidated Real Estate Affiliates for additional discussion.

During the year ended December 31, 2024, the Company, through BOREC Longhorn NLT Aggregator LLC, was admitted as a member to BOREC Longhorn Member LLC, a member of Oracle 1-2 JV, which was formed for the purpose of constructing assets under a build-to-suit arrangement. As a member of BOREC Longhorn Member LLC, the Company has provided a guarantee to Oracle 1-2 JV and to Crusoe Abilene, LLC to fund the construction of the assets. As of June 30, 2025, the Company had met the maximum contractual funding obligation and does not expect to fund any future commitments to complete the construction of the build-to-suit asset.

During the three months ended June 30, 2025, the Company, through B3-B4 Aggregator and B5-B8 Aggregator, invested in Oracle 3-4 JV and Oracle 5-8 JV, respectively, which were formed for the purpose of constructing assets under build-to-suit arrangements. As a member of these joint ventures, the Company has agreed to fund its pro rata share of costs to fund the construction of the assets. The Company does not expect to make any additional contributions to Oracle 3-4 JV as the development costs have been fully funded as of June 30, 2025. As of June 30, 2025, the Company estimates that it will contribute $173,449 to Oracle 5-8 JV to fund its future commitments to complete the construction of the build-to-suit asset.

15. Earnings Per Share

Basic net income/(loss) per common share is determined by dividing net income/(loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period, excluding unvested restricted Class I shares. The restricted Class I shares are considered to be participating securities because they contain non-forfeitable rights to distributions. The restricted Class I shares participate equally with all classes of common shares, therefore net income/(loss) has not been presented separately.

All classes of common shares are allocated net income (loss) at the same rate per share and receive the same gross distribution per share.


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net income	$	61,554	$	14,370	$	170,449	$	30,184
Net income attributable to non-controlling interests	(3,206)		(1,234)		(9,733)		(2,917)
Net income attributable to ORENT shareholders	$	58,348	$	13,136	$	160,716	$	27,267

Net income attributable to dilutive OP units	3,206		1,234		9,733		2,917
Net income attributable to ORENT shareholders - dilutive	$	61,554	$	14,370	$	170,449	$	30,184

Weighted average number of common shares outstanding - basic	545,932,592		292,992,195		510,324,741		265,106,090
Effect of dilutive unvested grants of restricted Class I shares	39,255		38,683		39,255		38,683
Effect of dilutive OP units	31,713,173		28,916,411		31,333,954		28,807,652
Weighted average shares of common shares outstanding - dilutive	577,685,020		321,947,289		541,697,950		293,952,425

Net income per common share - basic	$	0.11	$	0.04	$	0.31	$	0.10
Net income per common share - diluted	$	0.11	$	0.04	$	0.31	$	0.10

The computation of diluted net income per common share for the three and six months ended June 30, 2025 includes 39,255 dilutive restricted Class I shares and 31,713,173 and 31,333,954 dilutive OP Units, respectively. The computation of diluted net income per common share for three and six months ended June 30, 2024 includes 38,683 dilutive restricted Class I shares and 28,916,411 and 28,807,652 dilutive OP Units, respectively.

16. Segment Reporting

The Company has one operating segment and one reportable segment as of June 30, 2025. The CODM specifically reviews consolidated net income and certain significant expenses excluding non-cash items on a consolidated basis to allocate resources accordingly. The following table details our segment financial results for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Total segment revenues	$	66,097	$	63,754	$	132,150	$	129,242
Segment expenses
Fund level expenses (1)	4,451		5,770		10,360		10,768
Management fees	18,622		10,323		34,838		18,804
Performance participation allocation	18,331		8,333		30,896		15,162
Interest expense (2)	21,259		28,496		40,528		62,429
Other segment income, net (3)	(57,922)		(4,646)		(155,002)		(9,517)
Income tax (benefit) expense	(198)		1,108		81		1,412
Consolidated segment net income	$	61,554	$	14,370	$	170,449	$	30,184

(1) Fund level expenses are equal to total general and administrative expenses adjusted to exclude the CECL allowance.

(2) Interest expense excludes non-cash items such as amortization expense related to our deferred financing fees.

(3) Other segment income, net includes rental property operating expenses, CECL allowance, depreciation and amortization, income from unconsolidated real estate affiliates, loss on dispositions, interest income, and other (income) expense, net.

The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets.

17. Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31, 2022. The Company has also elected for some of its subsidiaries to be treated as taxable REIT subsidiaries (“TRSs”), which are subject to federal and state income taxes.

For the three and six months ended June 30, 2025, the Company incurred an income tax benefit of $198 and income tax expense of $81, respectively. For the three and six months ended June 30, 2024, the Company incurred income tax expense of $1,108 and $1,412, respectively. The Company’s income tax expense is related to its foreign entities and its DST Program held through a TRS.

The components of income tax (benefit) expense for three and six months ended June 30, 2025 and 2024 were as follows:


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Current Expense
U.S. Federal	$	62	$	74	$	62	$	112
U.S. State	11		32		11		73
Foreign	310		906		726		906
Total current expense	$	383	$	1,012	$	799	$	1,091
Deferred Tax (Benefit) Expense
U.S. Federal	$	(530)	$	62	$	(689)	$	219
U.S. State	(139)		34		(195)		102
Foreign	88		—		166		—
Total deferred tax (benefit) expense	$	(581)	$	96	$	(718)	$	321
Total income tax (benefit) expense, net	$	(198)	$	1,108	$	81	$	1,412

Income tax expense is higher than the expected pretax book income of the TRS at the 21% federal statutory rate as a result of fair value adjustments on interest rate swaps and gains on sales of DST interests, as well as the impact of state and local taxes.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for GAAP purposes and the amount used for income tax purposes. As of June 30, 2025, the Company had a deferred tax asset related to its DST Program of $914 included within Other assets in the Condensed Consolidated Balance Sheet primarily related to amortization of organizational expense, fair value adjustments on interest rate swaps, and gains on sales of DST interests. As of June 30, 2025, the Company had a net deferred tax liability related to its foreign entities of $1,557 included within Other liabilities in the Condensed Consolidated Balance Sheet comprised of a deferred tax asset of $304 and a deferred liability of $1,861, primarily related to temporary differences on real property and straight-line rent adjustments, respectively. As of December 31, 2024, the Company had a net deferred tax asset related to its DST Program of $29 included within Other assets in the Condensed Consolidated Balance Sheet comprised of a deferred tax asset of $383 related to amortization of organizational expenses and a deferred tax liability of $354 for basis differences in real property. As of December 31, 2024, the Company had a net deferred tax liability related to its foreign entities of $1,176 included within Other liabilities in the Condensed Consolidated Balance Sheet comprised of a deferred tax asset of $170 related to temporary differences on property and a deferred tax liability of $1,346, primarily related to straight-line rent adjustments.

Income taxes paid (received) for the six months ended June 30, 2025 were $765, comprised of $28 U.S. Federal, $141 U.S. State, and $596 Foreign, of which $605 and $(9) relate to the U.K. and Canadian jurisdictions, respectively.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the tax years that remain open under the statute of limitations may be subject to examinations by the appropriate tax authorities. The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2022.

18. Subsequent Events

In preparation of the accompanying Condensed Consolidated Financial Statements, the Company has evaluated events and transactions that occurred after June 30, 2025 for recognition or disclosure purposes. Based on this evaluation, we identified the following subsequent events, from June 30, 2025 through the date the financial statements were issued.

Proceeds from the Issuance of Common Shares

From July 1, 2025 through the date the financial statements were issued, the Company sold an aggregate of 46,083,030 shares of its common shares (consisting of 20,724,150 Class S shares, 4,244,482 Class N shares, 1,242,791 Class D shares, and 19,871,608 Class I shares) resulting in net proceeds of $470,672 to the Company as payment for such shares.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to “Blue Owl Real Estate Net Lease Trust,” “Company,” “we,” “us,” or “our” refer to Blue Owl Real Estate Net Lease Trust and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part I. Item 1A — “Risk Factors” in our 2024 Annual Report on Form 10-K filed with the SEC on March 13, 2025. Dollars are in thousands, except for per share amounts.

Overview

Blue Owl Real Estate Net Lease Trust (formerly, Oak Street Net Lease Trust) was formed on April 4, 2022 (“Inception”) as a Maryland statutory trust; however, no activity occurred until the first capital funding from Blue Owl on August 9, 2022. The Company invests primarily in stabilized income-generating commercial real estate in the United States. To a lesser extent, we may invest outside the U.S. and in real estate debt. The Company is the sole general partner and majority limited partner in Blue Owl NLT Operating Partnership LP (formerly, OakTrust Operating Partnership L.P.), a Delaware limited partnership (“NLT OP” or the “Operating Partnership”), and we own substantially all of our assets through NLT OP. We are externally managed by our Adviser. The Company’s principal business is the acquisition, ownership, financing and leasing of single-tenant commercial real estate properties subject to long-term net leases with investment grade and other creditworthy tenants or guarantors, and its management does not distinguish the principal business, or group the operations, by property type, lease classification, investment type or any other grouping for purposes of measuring performance. Accordingly, the Company has one operating segment and one reportable segment.

The Company is a non-listed, perpetual life real estate investment trust (“REIT”) that qualifies as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to Shareholders and maintain our qualification as a REIT.

As of June 30, 2025, we have received net proceeds of $5,821,901 from the sale of our common shares. We have contributed the net proceeds to NLT OP in exchange for a corresponding number of Class S, Class N, Class D, and Class I units of NLT OP (“OP Units”). NLT OP has primarily used the net proceeds to make investments in real estate and real estate debt as further described below under “Investment Portfolio.” We intend to continue selling shares on a monthly basis.

DST Program

On August 31, 2023, the Company, through NLT OP, initiated a program (the “DST Program”) to issue and sell up to a maximum aggregate offering amount of $3,000,000 of beneficial interests (“Interests”) in one or more Delaware statutory trusts (the “DSTs”) holding real properties (the “DST Properties”). The Interests will be issued and sold to “accredited investors,” as that term is defined under Regulation D promulgated by the SEC under the 1933 Act in private placements exempt from registration pursuant to Section 4(a)(2) of the 1933 Act (the “DST Offerings”). Under the DST Program, DST Properties, which may be sold, contributed, sourced or otherwise seeded from the Company’s real properties held through NLT OP or from third parties, will be held in one or more DSTs, and will be leased back by a wholly owned subsidiary of NLT OP in accordance with corresponding master lease agreements. Each master lease agreement will be guaranteed by NLT OP, which will have the right, but not the obligation, to acquire the Interests in the applicable DST from the beneficial owners, in each case, in exchange for cash or OP Units, at a purchase price equal to the fair market value of the beneficial owner’s Interest or the fair market value of the beneficial owner’s interest in one or more of the DST Properties (the “FMV Buyback Option”). The FMV Buyback Option is exercisable during the one-year option period beginning two years from the final closing of the applicable DST Offering or in such other time frame as provided for in the applicable DST arrangement. After a one-year holding period, investors who receive OP Units pursuant to the FMV Buyback Option generally have the right to cause NLT OP to redeem all or a portion of their OP Units for, at the Company’s sole discretion, common shares of the Company, cash or a combination of both.

We expect that the DST Program will give us the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Internal Revenue Code of 1986, as amended. Affiliates of the Adviser receive fees in connection with the sale of the Interests and the management of the DSTs. We intend to

continue to use the net offering proceeds from the DST Program to make investments in accordance with our investment strategy and policies, reduce our borrowings, repay indebtedness, fund the repurchase of shares of all classes of our common shares under our Share Repurchase Plan and for other corporate purposes. We have not allocated specific amounts of the net proceeds from the DST Program for any specific purpose.

As of June 30, 2025, the Company has raised proceeds of $160,910 from its DST program including $2,433 of upfront fees earned at closing. As of June 30, 2025, approximately 100%, 74%, and 30% of the interests in our first, second, and third DST Offering, respectively, have been sold to third parties. As a result of the FMV Buyback Option, the sale of DST Interests is offset by a financing obligation liability. The Company has elected to account for its DST financing obligation using the FVO, and as such, the liability is remeasured at fair value on a recurring basis.

Emerging Growth Company Status

We are and we will remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the 1933 Act, (ii) in which we have total annual gross revenue of at least $1,235,000, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700,000 as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1,000,000 in non-convertible debt during the prior three-year period. For so long as we remain an “emerging growth company” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We cannot predict if investors will find our shares less attractive because we may rely on some or all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.

Recent Developments

The Company’s businesses are materially affected by conditions in the financial markets and economic conditions in the U.S. and to a lesser extent, globally.

During the three months ended June 30, 2025, the U.S. government’s imposition of tariffs and the counter-tariffs imposed by other countries, in conjunction with global economic and geopolitical uncertainty including the ongoing conflicts in Eastern Europe, the Middle East, and the North Africa region, continued to weigh on industry deal activity. In addition, any continued fluctuation in the value of the U.S. dollar against other currencies may affect our non-U.S. real-estate and real estate-related investments. It remains difficult to predict the full impact of recent events and any future changes in interest rates, currency exchange rates or inflation.

Industry valuations and transaction volumes remain under pressure due to a combination of the announcement of tariffs, increased vacancy rates, and uncertainty around future capital availability. In contrast, our real assets business, focused on triple net lease, continued to deploy significant capital. Our investors continue to benefit from the inflation-mitigating characteristics of the net lease structure, highly predictable net rent growth, and long-duration contractual income across the portfolio.

We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy, and our Condensed Consolidated financial statements. See “Part I. Item 1A. Risk Factors — Risks Related to Our Business and Operations” in our 2024 Annual Report on Form 10-K filed with the SEC on March 13, 2025.

Q2 2025 Highlights (Results of Operations)

Operating Results

•Declared monthly net distributions on our common shares totaling $90,031 for the three months ended June 30, 2025. The details of the average annualized distribution rates and total returns are shown in the following table:


	Class S		Class N		Class D		Class I
Annualized Distribution Rate(1)	6.04	%	6.33	%	6.71	%	6.83	%
Year-to-Date Total Return, without upfront selling commissions(2)	3.51	%	3.67	%	3.85	%	3.95	%
Year-to-Date Total Return, assuming maximum upfront selling commissions(2)	0.01	%	1.63	%	2.32	%	N/A
Inception-to-Date Total Return, without upfront selling commissions(2)	6.88	%	7.33	%	7.14	%	7.99	%
Inception-to-Date Total Return, assuming maximum upfront selling commissions(2)	5.59	%	5.39	%	6.57	%	N/A

__________________

(1)The annualized distribution rate is calculated as the current month's distribution annualized and divided by the prior month's net asset value, which is inclusive of all fees and expenses. The Company believes the annualized distribution rate is a useful measure of overall investment performance of our shares.

(2)Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. Total return for periods greater than one year are annualized. The Company believes total return is a useful measure of the overall investment performance of our shares.

Investments

•Acquired three retail properties with a total purchase price of $9,357 during the three months ended June 30, 2025. These acquisitions are consistent with our strategy of acquiring diversified, income-producing, commercial real estate assets concentrated in high growth markets.

•Invested $193,957 in real estate debt, consisting of commercial mortgage-backed securities (“CMBS”) investments and commercial real estate loans, including mezzanine loans, and sold $236,876 of real estate debt during the three months ended June 30, 2025.

•Made an indirect investment of $4,538 through BOREC Spider Member III LLC to acquire a 10.8% membership interest in CoreWeave CTP-03 JV, which was formed to facilitate the development of an industrial property leased to CoreWeave in a build-to-suit arrangement.

•Made indirect investments in joint ventures formed to facilitate the development of data centers leased to Oracle America, Inc. in build-to-suit arrangements. Total contributions to Oracle 1-2 JV, Oracle 3-4 JV, and Oracle 5-8 JV during the three months ended June 30, 2025 were $309,677, $60,269, and $593,048, respectively. During the three months ended June 30, 2025, we sold a portion of our interest in Oracle 5-8 JV for $190,398.

Capital Activity and Financings

•Raised net proceeds of $780,509 from the sale of our common shares and repurchased 11,860,450 of our common shares for $121,173 during the three months ended June 30, 2025.

•Amended its credit facility agreement as follows: (i) term loan capacity was increased from $1,165,500 to $1,250,000 and maturity date was extended from August 2027 to June 2030, and (ii) revolving credit facility capacity was increased from $724,500 to $2,485,000 and maturity date was extended from August 2026 to June 2029. The amendment also updates certain financial and other covenants.

•Incurred net unsecured credit facility debt of $6,500.

•Incurred borrowings under secured financings of investments in real estate debt of $115,276, which are secured by certain of the Company’s CMBS investments.

Overall Portfolio

•As of June 30, 2025, our portfolio consisted of investments in real estate (45%), investments in leases (5%), investments in real estate debt (12%), and investments in unconsolidated real estate affiliates (38%), based on fair value.

•Our 247 wholly owned properties as of June 30, 2025, consisted of Industrial (69%), Retail (24%), Land (1%), and Office (6%) assets, based on fair value.

•Our investments in real estate debt as of June 30, 2025, consisted of CMBS, commercial real estate loans, Horizontal Risk Retention Interests (“HRRs”), and investments in loans receivable related to land at build-to-suit properties. For further details on credit ratings and underlying real estate collateral, refer to “Investment Portfolio – Investments in Real Estate Debt”.

•As of June 30, 2025, our investments in unconsolidated real estate affiliates consisted of equity investments in STORE, Fleet Farm JV, Tenneco JV, CoreWeave CTP-02 JV, CoreWeave CTP-03 JV, LV Petroleum JV, Oracle 1-2 JV, Oracle 3-4 JV, and Oracle 5-8 JV of $2,027,622, $5,370, $31,478, $11,256, $6,775, $127,933, $356,599, $57,373 and $367,197, respectively.

Investment Portfolio

Real Estate Investments

The following chart describes the diversification of our wholly owned investments in real estate by property type based on fair value as of June 30, 2025:


			Property Type (1)

(1) Property Type weighting is measured as the asset value of our wholly owned real estate investments for each sector category against the total asset value of real estate investments. “Real estate investments” excludes properties held within joint ventures, including the Company’s investment in STORE.

The following table provides a summary of our wholly owned portfolio as of June 30, 2025, including Investments in real estate and Investments in leases – financing receivables:


Property Type (1)	Number of Properties	Sq. Feet (in thousands)	Occupancy Rate (3) (4)	Average Effective Annual Base Rent Per Leased Sq. Foot	Gross Asset Value (2)		Annual Base Rent		Percentage of Total Revenue
Industrial	65	18,389	100%	7.6	$	2,626,402	$	140,556	66%
Retail	177	2,182	100%	24.8	902,296		54,016		25%
Land	1	215	N/A	0.0	40,000		—		—%
Office	4	1,006	100%	19.9	265,190		20,015		9%


Total						247						21,792																		$	3,833,888					$	214,587					100%

__________

(1)Excludes properties owned by unconsolidated real estate affiliates.

(2)Based on fair value as of June 30, 2025.

(3)Occupancy rate is calculated as the percentage of square footage leased.

(4)Land investments are excluded from Occupancy Rate. Build-to-suit investments are included in Occupancy Rate to the extent a lease has been executed.

Real Estate and Leases

The following table provides information regarding our wholly owned real estate property types as of June 30, 2025:


Property Type and Investment (1)	Number of Properties	Location	Acquisition/Commencement Date	Ownership Interest	Sq. Feet (in thousands)	Occupancy Rate (2)(7)
Industrial:
Amazon	5	Various	Aug. - Dec. 2022	100%	4,964	100%
Dorel Industries	1	Cornwall, ON	November 2022	100%	492	100%
EquipmentShare.com (3) (4)	31	Various	Oct. - Nov. 2022	100%	780	100%
Magna International	1	Bowling Green, KY	September 2022	100%	1,176	100%
Paradigm (4)	3	Various	October 2022	100%	314	100%
Whirlpool (4)	1	Amana, IA	November 2022	100%	1,572	100%
Tenneco	5	Various	December 2022	100%	2,150	100%
LOC Performance	2	Various	March 2023	100%	990	100%
QVC	2	Various	January 2023	100%	2,166	100%
Save Mart (4)	2	Various	September 2023	100%	555	100%
Quanta Cloud	1	San Jose, CA	June 2024	100%	91	100%
General Mills	1	Belvidere, IL	July 2024	100%	1,318	100%
Hillenbrand	2	Various	September 2024	100%	712	100%
Air Distribution Technologies	7	Various	July 2024	100%	1,097	100%
Johnson Controls	1	Seattle, WA	September 2022	100%	12	100%
Retail:
Cracker Barrel	53	Various	September 2022	100%	537	100%
Ramoco Fuels NC LLC (5)	27	Various	September 2023	100%	94	100%
Walgreen Co.	29	Various	September 2022	100%	426	100%
Maverick Gaming	11	Various	Sep. 2022 - Jun. 2023	100%	317	100%
Save Mart	10	Various	July 2023	100%	475	100%
N&L Investments (5)	8	Various	September 2022	100%	22	100%
JK Petroleum (5) (6)	5	Various	September 2022	100%	24	100%
Abbasi (5) (6)	10	Various	September 2022	100%	35	100%
World Fuel Services, Inc (5) (6)	5	Various	September 2022	100%	62	100%
Dollar General	10	Various	Dec. 2024 - May 2025	100%	113	100%
Tractor Supply	1	Brookville, PA	January 2025	100%	22	100%
Starbucks	2	Various	Feb. - Mar. 2025	100%	4	100%
Washington Trust	4	Various	January 2025	100%	27	100%
MedVet	2	Various	June 2025	100%	24	100%
Office:
Chubb	2	Whitehouse, NJ	November 2022	100%	429	100%
Energy Center	1	Houston, TX	October 2022	100%	524	100%
EquipmentShare.com	1	Columbia, MO	October 2022	100%	53	100%
Land:
HOF Village Waterpark	1	Canton, OH	November 2022	100%	215	N/A
Total	247				21,792

__________________

(1)Excludes properties owned by unconsolidated real estate affiliates, including STORE.

(2)Land investments are excluded from Occupancy Rate.

(3)Includes build-to-suit assets currently in development.

(4)Includes properties sold or contributed to the DST Program that remain consolidated under GAAP.

(5)Properties previously leased to SQRL Holdings.

(6)Includes leases that have not commenced as of June 30, 2025.

(7)Occupancy Rate is calculated as the percentage of square footage leased.

Lease Expirations

The following schedule details the expiring leases at our wholly owned real estate properties by annualized base rent and square footage as of June 30, 2025:


Year	Number of Expiring Leases	Annualized Base Rent (1)		% of Total Annualized Base Rent Expiring		Square Feet (in thousands)	% of Total Square Feet Expiring
2025 (remaining)	—	$	—	—	%	—	—	%
2026	—	—		—	%	—	—	%
2027	—	—		—	%	—	—	%
2028	1	1,985		1	%	191	1	%
2029	—	—		—	%	—	—	%
2030	—	—		—	%	—	—	%
2031	—	—		—	%	—	—	%
2032	2	10,686		5	%	1,187	5	%
2033	17	10,963		5	%	1,551	7	%
2034	15	13,904		6	%	1,857	9	%
Thereafter	170	177,049		83	%	17,006	78	%
Total	205	$	214,587	100	%	21,792	100	%

(1) Excludes executed leases and build-to-suit properties for which leases have not commenced as of June 30, 2025.

STORE

As of June 30, 2025, the Company holds an 18.9% ownership interest in STORE, which owns 3,404 properties in the United States, leased to 661 tenants in various industries on a triple-net basis. We initially acquired the investment in STORE in February 2023 with incremental interests purchased throughout 2023, 2024, and the six months ended June 30, 2025. We have determined that STORE is a significant subsidiary under SEC Regulation S-X 10-01(b) as of June 30, 2025. Accordingly, the Company is required to include STORE’s summarized statement of operations information for the three and six months ended June 30, 2025 and 2024. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—5. Investments in Unconsolidated Real Estate Affiliates” for the summarized statement of operations.

Investments in Real Estate Debt

The Company’s investments in real estate debt as of June 30, 2025, consist of $484,960 in CMBS, $277,568 in commercial real estate loans, $154,582 in HRRs, and $18,181 in investments in loans receivable.

The following table details our investments in real estate debt held at fair value as of June 30, 2025:


Type of Security/Loan	Weighted Average Coupon (1)		Weighted Average Maturity Date (2)	Face Amount		Cost Basis		Fair Value
CMBS (3)	SOFR + 4%		2/28/2034	$	484,775	$	485,671	$	484,960
Commercial real estate loans	10	%	10/14/2029	277,484		275,589		277,568
Total investments in real estate debt (4)	9	%		$	762,259	$	761,260	$	762,528

__________________

(1)The term SOFR refers to the relevant floating benchmark rate, one-month SOFR.

(2)The weighted average maturity date is based on the fully extended maturity date of the instrument.

(3)Includes investments pledged as collateral under a secured financing agreement.

(4)Total investments in real estate debt per the tables above exclude our investments in HRRs and loans receivable, which are presented below.

June 30, 2025

Type of Security/Loan

Weighted Average

Coupon(1)

Weighted Average Maturity Date(2)

Face
Amount

Cost Basis

Carrying Value

HRRs

SOFR + 6%

10/8/2029

156,600

156,247

154,582

December 31, 2024

Type of Security/Loan

Weighted Average

Coupon(1)

Weighted Average Maturity Date(2)

Face
Amount

Cost Basis

Carrying Value

HRRs

SOFR + 7%

12/15/2029

48,800

48,941

(1)The term SOFR refers to the relevant floating benchmark rate, one-month SOFR.

(2)The weighted average maturity date is based on the fully extended maturity date of the instrument.

Other Investments

During the year ended December 31, 2024, the Company acquired land related to build-to-suit properties in sale leaseback transactions for a total purchase price of $28,827 which is being accounted for as an investment in loans receivable and are held at amortized cost, as the related lease is not deemed to have commenced until the constructed assets are substantially complete. Direct costs associated with originating loans are deferred and amortized as an adjustment to interest income over the term of the related loan receivable. During the six months ended June 30, 2025, the Company placed three build-to-suit properties in service and contributed properties for an interest in LV Petroleum JV, including two of its build-to-suit properties with a balance of $6,623. See Note 4 - Investments in Real Estate, net and Note 5 - Investments in Unconsolidated Real Estate Affiliates for additional information. As of June 30, 2025 and December 31, 2024, the Company held 17 and 22 investments in loans receivable related to build-to-suit arrangements with a total balance of $18,181 and $27,635, respectively, which are included within Investments in real estate debt in the Condensed Consolidated Balance Sheets.

Results of Operations

The following table sets forth the results of our operations for the three months ended June 30, 2025 and 2024:


	Three Months Ended				Change
	June 30, 2025		June 30, 2024		$
Revenues
Rental revenue	$	57,224	$	48,717	$	8,507
Income from investments in leases - Financing receivables	8,873		15,037		(6,164)
Total revenues	66,097		63,754		2,343

Expenses
Rental property operating	10,010		6,701		3,309
General and administrative	6,074		7,530		(1,456)
Impairment charges	—		4,849		(4,849)
Management fee	18,622		10,323		8,299
Performance participation allocation	18,331		8,333		9,998
Depreciation and amortization	26,226		23,115		3,111
Total expenses	79,263		60,851		18,412
Other income (expense)
Income from unconsolidated real estate affiliates	76,077		40,094		35,983
Gain on dispositions of real estate	—		714		(714)
Interest expense	(22,739)		(31,838)		9,099
Interest income	24,154		2,854		21,300
Other (expense) income, net	(2,970)		751		(3,721)
Total other income (expense), net	74,522		12,575		61,947
Net income before income taxes	$	61,356	$	15,478	$	45,878
Income tax (benefit) expense	(198)		1,108		(1,306)
Net income	61,554		14,370		47,184
Net income attributable to non-controlling interests	(3,206)		(1,234)		(1,972)
Net income attributable to ORENT shareholders	$	58,348	$	13,136	$	45,212
Net income per common share – basic	$	0.11	$	0.04
Net income per common share – diluted	$	0.11	$	0.04
Weighted-average common shares outstanding, basic	545,932,592		292,992,195
Weighted-average common shares outstanding, diluted	577,685,020		321,947,289

Rental revenue

Rental revenue from our income property operations was $57,224 for the three months ended June 30, 2025 and $48,717 for the three months ended June 30, 2024. The increase in revenues is primarily due to an increase from 182 properties classified as Investments in real estate as of June 30, 2024 to 215 properties as of June 30, 2025, as well as contractual rent increases across the existing portfolio from June 30, 2024 to June 30, 2025.

Income from investments in leases - Financing receivables

Income from investments in leases - Financing receivables was $8,873 for the three months ended June 30, 2025 and $15,037 for the three months ended June 30, 2024. The decrease in revenues is primarily due to revenue from properties that were sold and leases that were terminated during 2024.

Rental property operating

Rental property operating expenses were $10,010 for the three months ended June 30, 2025, and $6,701 for the three months ended June 30, 2024. The increase in expenses is primarily the result of our increased property count compared to the prior year.

General and administrative

General and administrative expenses were $6,074 for the three months ended June 30, 2025 and $7,530 for the three months ended June 30, 2024. The decrease is primarily due to a decrease in legal fees.

Impairment charges

During the three months ended June 30, 2024, the Company recognized $4,849 of impairment charges related to lease intangibles and straight-line rent receivable for properties previously leased to SQRL Holdings. The Company did not recognize any impairment charges during the three months ended June 30, 2025.

Management fee

The management fee for the three months ended June 30, 2025 and 2024 was $18,622 and $10,323, respectively. The increase is primarily due to an increase in NAV.

Performance participation allocation

Performance participation allocation for the three months ended June 30, 2025 and 2024 was $18,331 and $8,333, respectively. The increase was due to an increase in NAV in excess of the required 5% return.

Depreciation and amortization

Depreciation and amortization was $26,226 for the three months ended June 30, 2025 and $23,115 for the three months ended June 30, 2024. The increase in depreciation and amortization during the periods presented is due to an increase from 182 properties classified as Investments in real estate as of June 30, 2024 to 215 properties as of June 30, 2025.

Income from unconsolidated real estate affiliates

Income from unconsolidated real estate affiliates was $76,077 for the three months ended June 30, 2025, and $40,094 for the three months ended June 30, 2024. The increase in income from unconsolidated real estate affiliates is primarily due to an increase in the Company’s investment in STORE, as well as income from its investments in LV Petroleum JV and its Oracle joint ventures.

Gain on dispositions of real estate

During the three months ended June 30, 2024, the Company recognized a net gain on dispositions of real estate of $714 resulting from the disposition of one retail property and a parcel of excess land at one industrial property for total proceeds of $5,260. The Company did not dispose of any properties during the three months ended June 30, 2025.

Interest expense

Interest expense was $22,739 for the three months ended June 30, 2025, and $31,838 for the three months ended June 30, 2024. The decrease in expense was primarily due to a decrease in outstanding borrowings under the Company’s credit facility and mortgage notes, as well as a decrease in interest related to the affiliate line of credit, which was repaid in full in 2024.

Interest income

Interest income was $24,154 and $2,854 for the three months ended June 30, 2025 and 2024, respectively. The increase in interest income in the current year was primarily due to acquisitions of investments in real estate debt in the current year, as well as an increase in interest earned on the Company’s deposits with banks.

Other (expense) income, net

Other expense, net was $2,970 for the three months ended June 30, 2025, compared to other income, net of $751 for the three months ended June 30, 2024. The increase in expense in the current year was primarily due to losses on our foreign currency derivatives, partially offset by income related to our commercial real estate loans.

The following table sets forth the results of operations for the six months ended June 30, 2025 and 2024:


	Six Months Ended				Change
	June 30, 2025		June 30, 2024		$
Revenues
Rental revenue	$	112,970	$	99,671	$	13,299
Income from investments in leases - Financing receivables	19,180		29,571		(10,391)
Total revenues	132,150		129,242		2,908

Expenses
Rental property operating	17,203		12,788		4,415
General and administrative	7,512		11,510		(3,998)
Impairment charges	—		4,849		(4,849)
Management fee	34,838		18,804		16,034
Performance participation allocation	30,896		15,162		15,734
Depreciation and amortization	52,063		46,152		5,911
Total expenses	142,512		109,265		33,247
Other income (expense)
Income from unconsolidated real estate affiliates	185,464		73,394		112,070
(Loss) gain on dispositions of real estate	(2,180)		714		(2,894)
Interest expense	(42,913)		(69,103)		26,190
Interest income	44,334		6,099		38,235
Other (expense) income, net	(3,813)		515		(4,328)
Total other income (expense), net	180,892		11,619		169,273
Net income before income taxes	$	170,530	$	31,596	$	138,934
Income tax (benefit) expense	81		1,412		(1,331)
Net income	170,449		30,184		140,265
Net income attributable to non-controlling interests	(9,733)		(2,917)		(6,816)
Net income attributable to ORENT shareholders	$	160,716	$	27,267	$	133,449
Net income per common share – basic	$	0.31	$	0.10
Net income per common share – diluted	$	0.31	$	0.10
Weighted-average common shares outstanding, basic	510,324,741		265,106,090
Weighted-average common shares outstanding, diluted	541,697,950		293,952,425

Rental revenue

Rental revenue from our income property operations was $112,970 for the six months ended June 30, 2025 and $99,671 for the six months ended June 30, 2024. The increase in revenues is primarily due to an increase from 182 properties classified as Investments in real estate as of June 30, 2024 to 215 properties as of June 30, 2025, as well as contractual rent increases across the existing portfolio from June 30, 2024 to June 30, 2025.

Income from investments in leases - Financing receivables

Income from investments in leases - Financing receivables was $19,180 for the six months ended June 30, 2025 and $29,571 for the six months ended June 30, 2024. The decrease in revenues is primarily due to revenue from properties that were sold and leases that were terminated during 2024, partially offset by revenue from the LV Petroleum properties that

were wholly owned prior to their contribution to LV Petroleum JV during the six months ended June 30, 2025, which were not included in the six months ended June 30, 2024.

Rental property operating expenses

Rental property operating expenses were $17,203 for the six months ended June 30, 2025, and $12,788 for the six months ended June 30, 2024. The increase in expenses is primarily the result of our increased property count compared to the prior year.

General and administrative expenses

General and administrative expenses were $7,512 for the six months ended June 30, 2025 and $11,510 for the six months ended June 30, 2024. The decrease in respective General and administrative expenses is primarily due to a favorable credit allowance adjustment under the current expected credit losses (“CECL”) model during the six months ended June 30, 2025.

Impairment charges

During the six months ended June 30, 2024, the Company recognized $4,849 of impairment charges related to lease intangibles and straight-line rent receivables for properties previously leased to SQRL Holdings. The Company did not recognize any impairment charges during the six months ended June 30, 2024.

Management fee

The management fee for the six months ended June 30, 2025 and 2024 was $34,838 and $18,804, respectively. The increase was primarily due to an increase in NAV.

Performance participation allocation

Performance participation allocation for the six months ended June 30, 2025 and 2024 was $30,896 and $15,162, respectively. The increase was due to an increase in NAV in excess of the required 5% return.

Depreciation and amortization

Depreciation and amortization was $52,063 for the six months ended June 30, 2025 and $46,152 for the six months ended June 30, 2024. The increase in depreciation and amortization during the periods presented is due to an increase from 182 properties classified as Investments in real estate as of June 30, 2024 to 215 properties as of June 30, 2025.

Income from unconsolidated real estate affiliates

Income from unconsolidated real estate affiliates was $185,464 for the six months ended June 30, 2025, and $73,394 for the six months ended June 30, 2024. The increase in income from unconsolidated real estate affiliates is primarily due to an increase in the Company’s investment in STORE, as well as income from its investments in LV Petroleum JV and its Oracle joint ventures.

(Loss) gain on dispositions of real estate

During the six months ended June 30, 2025, the Company recognized a loss on dispositions of real estate of $2,180 due to the reversal of non-cash accretion of tenant loan receivables related to the contribution of 15 LV Petroleum properties to LV Petroleum JV. During the six months ended June 30, 2024, the Company recognized a net gain on dispositions of real estate of $714 resulting from the disposition of one retail property and a parcel of excess land at one industrial property for total proceeds of $5,260.

Interest expense

Interest expense was $42,913 for the six months ended June 30, 2025, and $69,103 for the six months ended June 30, 2024. The decrease in expense was primarily due to a decrease in outstanding borrowings under the Company’s credit

facility and mortgage notes, as well as a reduction in interest related to the affiliate line of credit and the FIPA loan, which were repaid in full in 2024.

Interest income

Interest income was $44,334 and $6,099 for the six months ended June 30, 2025 and 2024, respectively. The increase in interest income in the current year was primarily due to acquisitions of investments in real estate debt in the current year, as well as an increase in interest earned on our deposits with banks.

Other (expense) income, net

Other expense, net was $3,813 for the six months ended June 30, 2025, compared to other income, net of $515 for the six months ended June 30, 2024. The increase in expense in the current year was primarily due to losses on the Company’s foreign currency derivatives, offset by income related to our commercial real estate loans.

Net Asset Value and NAV Per Share Calculation

Each class has an undivided interest in our assets and liabilities, other than class-specific, ongoing servicing fees. In accordance with the valuation guidelines, our NAV per share for each class is determined as of the last calendar day of each month, using a process that reflects several components, including the estimated fair value of (1) each of our properties (including the DST Properties), (2) our real estate debt and other securities for which third-party market quotes are available, (3) our other real estate debt and other securities, and (4) our other assets and liabilities. The NAV for each class of shares will be based on the net asset values of our investments (including real estate debt and other securities), the addition of any other assets (such as cash on hand), and the deduction of any liabilities (including the allocation/accrual of any performance participation to the Special Limited Partners and the deduction of any ongoing servicing fees specifically applicable to such class of shares). At the end of each month, before taking into consideration repurchases or class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class’s relative percentage of the previous aggregate NAV plus issuances of shares that were effective on the first calendar day of such month. Following the aggregation of the net asset values of our investments, the addition of any other assets (such as cash on hand), and the deduction of any other liabilities, any class-specific adjustments are incorporated into our NAV, including additional issuances and repurchases of our Shares and accruals of class-specific ongoing servicing fees. For each applicable class of shares, the ongoing servicing fee is calculated as a percentage of the aggregate NAV for such class of shares. At the close of business on the date that is one business day after each record date for any declared distribution, our NAV for each class will be reduced to reflect the accrual of our liability to pay any distribution to our shareholders of record of each class as of the record date. NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of Shares outstanding for that class at the end of such month.

Our total NAV presented in the following tables includes the NAV of our Class S, Class N, Class D, and Class I common shares, as well as the partnership interests of NLT OP held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of June 30, 2025:


Components of NAV	June 30, 2025
Cash and cash equivalents	$	283,348
Restricted cash	47,783
Investments in real estate	3,285,785
Investments in leases - Financing receivables	314,913
Investments in real estate debt	937,324
Intangible assets	210,468
Investments in unconsolidated real estate affiliates	2,992,034
Other assets	46,157
Mortgage notes and credit facility	(1,418,647)
Unsecured senior notes, net	(126,522)
Due to affiliates	(34,639)
Accounts payable and accrued expenses	(99,957)
Other liabilities	(332,945)
Net Asset Value	$	6,105,102
Number of outstanding shares/units	597,438,011

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of June 30, 2025 (dollars are in thousands except for per share amounts):


NAV per share	Class S Shares		Class N Shares		Class D Shares		Class I Shares (1)		Third - Party Operating Partnership Units (2)		Total
NAV	$	2,473,162	$	356,485	$	46,282	$	2,900,094	$	329,079	$	6,105,102
Number of outstanding shares/units	242,926,932		34,737,369		4,602,147		283,053,011		32,118,552		597,438,011
NAV Per Share/Unit as of June 30, 2025	$	10.1807	$	10.2623	$	10.0566	$	10.2458	$	10.2458

__________________

(1)Includes 4,177,066 Class I Shares subject to redemption features, classified as Redeemable common shares.

(2)Includes the partnership interests of NLT OP held by the Special Limited Partners and parties other than the Company.

The following table details the weighted average capitalization rate by property type, which is the key assumption used in the valuations as of June 30, 2025:


Property Type	Capitalization Rate (1)
Industrial	5.7	%
Land (2)	N/A
Office	7.6	%
Retail	6.5	%

__________________

(1)Excludes properties owned by unconsolidated real estate affiliates.

(2)The valuation of our land investment as of June 30, 2025 is based on a regression analysis using relevant characteristics of the property and available market real estate sales values.

These assumptions are determined by the Adviser and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our wholly owned property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

Input

Hypothetical Change

Industrial

Land

Office

Retail

Capitalization Rate

0.25 % Decrease

+3.7

N/A

+3.5

+6.4

(weighted average)

0.25 % Increase

(3.5)

N/A

(3.3)

(2.1)

The following table reconciles shareholders’ equity and NLT OP partner’s capital per our Consolidated Balance Sheet to our NAV (in thousands):


	June 30, 2025
Shareholders' equity	$	5,306,784
Non-controlling interests attributable to NLT OP	245,390
Redeemable non-controlling interests	67,839
Redeemable common shares	42,797
Total partners' capital of NLT OP under GAAP	5,662,810
Adjustments:
Accrued shareholder servicing fee	132,714
Accrued organization and offering costs	8,591
Accumulated depreciation and amortization under GAAP	238,642
Allowance for credit losses under GAAP	20,087
Unrealized net real estate and real estate debt appreciation	115,067
Accrued interest on financing receivables	(22,487)
Straight-line rent	(51,412)
Deferred tax impact	1,090
NAV	$	6,105,102

The following details the adjustments to reconcile GAAP shareholders’ equity and total partners’ capital of NLT OP to our NAV:

•Under GAAP, we accrue the ongoing shareholder servicing fee as an offering cost at the time we sell the Class S, Class N, and Class D shares. For purposes of calculating NAV, we recognize the ongoing servicing fee as a reduction of NAV on a monthly basis when such fee is paid.

•The Adviser agreed to advance certain organization and offering costs on our behalf through September 1, 2023. Such costs are being reimbursed to the Adviser on a pro-rata basis over a 60-month period beginning September 1, 2023. Under GAAP, organization costs have been accrued as a liability. For purposes of calculating NAV, such costs will be recognized as paid over the 60-month reimbursement period.

•We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of calculating our NAV. Our mortgage notes, term loan credit facilities, unsecured revolving credit facilities, and unsecured senior notes (“Debt”) are presented at their amortized cost basis in our consolidated GAAP financial statements. As such, any increases or decreases in the fair market value of our investments in real estate or our Debt are not included in our GAAP results. For purposes of calculating our NAV, our investments in real estate and our Debt are recorded at fair value.

•In accordance with GAAP, the Company accrues interest income from Investments in leases – Financing receivables under the effective interest method. Interest income in excess of the payment is recorded as interest receivable, which is not recognized for purposes of calculating NAV.

•We recognize rental revenue on a straight-line basis under GAAP. Such straight-line rent adjustments are excluded for purposes of calculating NAV.

Distributions

Beginning September 21, 2022, we declared monthly distributions for each class of our common shares, which are generally paid 20 days after month-end. We have paid distributions consecutively each month since such time. Each class of our common shares received the same aggregate gross distribution per share, which was $0.1750 and $0.3500 per share for the three and six months ended June 30, 2025. The net distribution varies for each class based on the applicable shareholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the Dealer Manager for further remittance to the applicable distributor.

The following table details the total net distribution for each of our share classes for the six months ended June 30, 2025 and 2024:


Record Date	Class S		Class N		Class D		Class I
January 31, 2025	$	0.0512	$	0.0541	$	0.0562	$	0.0583
February 28, 2025	0.0512		0.0541		0.0562		0.0583
March 31, 2025	0.0512		0.0541		0.0562		0.0584
April 30, 2025	0.0512		0.0541		0.0562		0.0583
May 31, 2025	0.0511		0.0541		0.0562		0.0583
June 30, 2025	0.0511		0.0541		0.0562		0.0584



Total	$	0.3070	$	0.3246	$	0.3372	$	0.3500


Record Date	Class S		Class N		Class D		Class I
January 31, 2024	$	0.0512	$	—	$	0.0563	$	0.0583
February 29, 2024	0.0512		—		0.0563		0.0583
March 31, 2024	0.0512		—		0.0562		0.0583
April 30, 2024	0.0512		—		0.0562		0.0583
May 31, 2024	0.0512		—		0.0562		0.0584
June 30, 2024	0.0512		0.0541		0.0563		0.0584



Total	$	0.3072	$	0.0541	$	0.3375	$	0.3500

The following table details our distributions declared for the three and six months ended June 30, 2025 and June 30, 2024:


	Three Months Ended								Six Months Ended
	June 30, 2025				June 30, 2024				June 30, 2025				June 30, 2024
	Amount		Percentage		Amount		Percentage		Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	47,181	49	%	$	30,678	57	%	$	90,465	50	%	$	55,789	57	%
Reinvested in shares	48,399		51	%	22,851		43	%	89,016		50	%	41,968		43	%
Total distributions	$	95,580	100	%	$	53,529	100	%	$	179,481	100	%	$	97,757	100	%
Sources of Distributions
Cash flows from operating activities	$	95,580	100	%	$	53,529	100	%	$	179,481	100	%	$	97,757	100	%
Offering proceeds	—		—	%	—		—	%	—		—	%	—		—	%
Total sources of distributions	$	95,580	100	%	$	53,529	100	%	$	179,481	100	%	$	97,757	100	%

Cash flows from operating activities (1)	$	89,834			$	36,833			$	174,885			$	73,737
Adjusted cash flows from operating activities (1) (2)	$	96,272			$	36,974			$	183,693			$	73,878
Funds from Operations (2)	$	83,274			$	38,072			$	212,088			$	72,842
Adjusted Funds from Operations (2)	$	90,293			$	39,084			$	165,769			$	73,975

______________

(1)Excluding $20,988 of cash paid during the year ended December 31, 2024 for tenant lease inducements at properties previously under construction in accordance with their lease agreements, and including rent and preferred equity distributions from our build-to-suit arrangements for which rent has not commenced as of June 30, 2025, our inception to date cash flows from operating activities have funded 100% of our distributions. The payments were made using construction escrows acquired in 2022 and held in Restricted cash on the Consolidated Balance Sheets as of December 31, 2023 and 2022.

(2)Represents non-GAAP supplemental measures. See “Adjusted cash flows from operating activities” below for descriptions and reconciliations of these amounts to GAAP cash flows from operating activities. See "Funds from Operations and Adjusted Funds from Operations" below for a description of Funds from Operations and Adjusted Funds from Operations. Refer to below for reconciliations of these amounts to GAAP net income attributable to ORENT shareholders and for consideration on how to review these metrics.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with US GAAP. The Company also uses certain non-GAAP measures that fall within the meaning of Securities and Exchange Commission Regulation G and Regulation S-K Item 10(e), which may provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP measures do not have standardized definitions and are not defined by GAAP. Therefore, our non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with GAAP. Reconciliations of non-GAAP measures to corresponding GAAP measures are below.

Adjusted Cash Flows from Operating Activities

We believe adjusted cash flows from operating activities is a meaningful non-GAAP supplemental measure of our ability to generate cash earnings to be used for the payment of distributions to our investors. Our current definition of adjusted cash flows from operating activities is cash flows from operating activities plus (i) rental revenues and preferred equity distributions related to our build-to-suit arrangements for which the lease agreements have not commenced and (ii) certain incentive payments made to tenants and funded by construction escrows acquired at acquisition which are required to be presented as operating cash flows under GAAP.

Adjusted Cash Flows from Operating Activities should not be considered more relevant or accurate than GAAP cash flows from operating activities in evaluating our operating performance or liquidity. It should not be considered as an alternative to cash flows from operating activities as an indication of our liquidity, but rather should be reviewed in conjunction with this and other GAAP measurements. Further, Adjusted Cash Flows from Operating Activities is not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs, including our ability to make distributions to our shareholders. In addition, our methodology for calculating Adjusted Cash Flows from Operating Activities may differ from the methodologies employed by other companies to calculate the same or similar supplemental measures, and accordingly, our reported Adjusted Cash Flows from Operating Activities may not be comparable to the Adjusted Cash Flows from Operating Activities reported by other companies.

The following table presents a reconciliation of our net cash flows provided by operating activities to our adjusted cash flows from operating activities:


	Three months ended				Six months ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net cash flows provided by operating activities	$	89,834	$	36,833	$	174,885	$	73,737
Build-to-suit rent and preferred equity distributions	6,438		141		8,808		141

Adjusted net cash flows provided by operating activities	$	96,272	$	36,974	$	183,693	$	73,878

Funds from Operations and Adjusted Funds from Operations

We believe funds from operations (“FFO”) is a meaningful non-GAAP supplemental measure of our operating results. Our condensed consolidated financial statements are presented using historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments have decreased over time. However, we believe that the value of our real estate investments will fluctuate over time based on market conditions and, as such, depreciation under historical cost accounting may be less informative as a measure of our performance. FFO is an operating measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) that is broadly used in the REIT industry. FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding (i) depreciation and amortization, (ii) impairment of investments in real estate, (iii) net gains or losses from sales of real estate, and (iv) similar adjustments for non-controlling interests and unconsolidated entities.

We also believe that adjusted FFO (“AFFO”) is an additional meaningful non-GAAP supplemental measure of our operating results. AFFO further adjusts FFO to reflect the performance of our portfolio by adjusting for items we believe are not directly attributable to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income and expense, (ii) deferred income amortization, (iii) amortization of above- and below-market lease intangibles, (iv) amortization of mortgage premium/discount, (v) unrealized gains or losses from changes in the fair value of real estate debt, investments in unconsolidated real estate affiliates, and other financial instruments, (vi) gains and losses resulting from foreign currency translations, (vii) provision for credit losses, (viii) non-cash income, (ix) non-cash performance participation allocation, even if repurchased by us, (x) management fees paid in shares or OP Units, even if subsequently repurchased by us, (xi) non-cash interest expense on affiliate line of credit paid in shares or OP Units, even if

subsequently repurchased by us, (xii) organization costs, (xiii) amortization of deferred financing costs, (xiv) shareholder servicing fees paid during the period, (xv) debt extinguishment fees paid during the period and (xvi) similar adjustments for non-controlling interests and unconsolidated entities. AFFO is not defined by NAREIT and our calculation of AFFO may not be comparable to disclosures made by other REITs.

The Company’s definition of AFFO excludes the impact of the amortization of deferred financing costs (“DFCs”) on our debt, which is included in GAAP net income (loss). We do not consider the amortization of DFCs to be directly attributable to our operations and view DFCs similar to acquisition expenses, which are capitalized into the cost basis of our investments, and therefore excluded from AFFO. We believe that excluding amortization of DFCs from our calculations of AFFO and results in metrics that better reflect the results of our operations.

FFO and AFFO should not be considered more relevant or accurate than GAAP net income (loss) in evaluating our operating performance. In addition, FFO and AFFO should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO and AFFO are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our shareholders. In addition, our methodology for calculating AFFO may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported AFFO may not be comparable to the AFFO reported by other companies.

The following table presents a reconciliation of net income (loss) attributable to ORENT shareholders to FFO and AFFO attributable to ORENT shareholders (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net income attributable to ORENT shareholders	$	58,348	$	13,136	$	160,716	$	27,267
Adjustments to arrive at FFO:
Depreciation and amortization	26,226		23,115		52,063		46,152
Impairment charges	—		4,849		—		4,849
Loss (gain) on dispositions of real estate	—		(714)		2,180		(714)
Amount attributable to investment in unconsolidated affiliates	149		149		298		298
Amount attributable to non-controlling interests for above adjustments	(1,449)		(2,463)		(3,169)		(5,010)
FFO attributable to ORENT shareholders	83,274		38,072		212,088		72,842
Adjustments to arrive at AFFO:
Straight-line rental income	(5,280)		(4,006)		(10,405)		(9,118)
Amortization of ground lease and below market lease intangibles	74		102		149		204
Unrealized loss (gain) on foreign currency derivatives	5,260		(588)		6,648		(1,189)
Unrealized gain from changes in fair value of financial instruments	(1,152)		134		(1,979)		(100)
Adjustment for investments accounted for under fair value option	(24,195)		(13,122)		(96,455)		(22,121)
Unrealized (gain) loss from changes in fair value of DST financing obligation	(236)		319		879		560
Provision for (recovery of) credit losses	1,623		1,760		(2,848)		742
Accretion of tenant loan receivable	(1,653)		(4,167)		(3,337)		(7,803)
Performance participation allocation	18,331		8,333		30,896		15,162
Management fee	18,622		10,323		34,838		18,804
Interest on affiliate line of credit	—		1,862		—		5,420
Organization costs	—		36		—		(113)
Debt extinguishment fees	257		—		257		—
Amortization of deferred financing costs	1,650		3,395		2,993		6,726
Shareholder servicing fees	(5,517)		(2,931)		(10,117)		(5,242)


Amount attributable to investment in unconsolidated affiliate	(36)		(49)		(71)		(98)
Amount attributable to non-controlling interests for above adjustments	(729)		(389)		2,233		(701)
AFFO attributable to ORENT shareholders	$	90,293	$	39,084	$	165,769	$	73,975

Liquidity and Capital Resources

Liquidity

We believe we have sufficient liquidity to operate our business, with immediate liquidity comprised of cash and cash equivalents of $283,348 and $2,485,000 available under our credit facility as of June 30, 2025. In addition to our immediate liquidity, we obtain incremental liquidity through the sale of our common shares, from which we generated net proceeds of $1,490,400 for the six months ended June 30, 2025, as well as through the ability to sell our liquid CMBS investments with a fair value of $484,960 as of June 30, 2025. Additionally, we may incur indebtedness secured by our real estate and real estate debt investments, borrow money through unsecured financings, or incur other forms of indebtedness. We may also generate incremental liquidity through the sale of our real estate.

Our primary liquidity needs are to fund our investments, make distributions to our shareholders, repurchase common shares pursuant to our Share Repurchase Plan, pay operating expenses, fund capital expenditures, and repay indebtedness. Our operating expenses include, among other things, the management fee we pay to the Adviser and the performance participation allocation that NLT OP pays to the Special Limited Partners, both of which will impact our liquidity to the extent the Adviser or the Special Limited Partners elect to receive such payments in cash, or subsequently redeem shares or OP Units previously issued to them.

Our cash needs for acquisitions and other capital investments will be funded primarily from the sale of common shares and through the incurrence or assumption of debt. Other potential future sources of capital include secured or unsecured financings from banks or other lenders and proceeds from the sale of assets. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures. We expect to be able to refinance debt obligations maturing in the near term through the use of capacity on our unsecured line of credit or exercise of existing extension options.

We continue to believe that our current liquidity position is sufficient to meet the need of our expected investment activity.

Capital Resources

As of June 30, 2025, our indebtedness included loans secured by our properties, unsecured credit facilities, and unsecured senior notes. The following table is a summary of our indebtedness as of June 30, 2025 (in thousands):


					Principal Balance as of
Indebtedness	Weighted Average Interest Rate(1)(2)	Weighted Average Maturity Date	Maximum Facility Size		June 30, 2025		December 31, 2024
Mortgage notes & credit facility:
Unsecured term loan credit facility	S + 1.35 %	6/12/2030	$	1,250,000	$	1,250,000	$	1,165,500
Unsecured revolving credit facility	S + 1.40 %	6/12/2029	$	2,485,000	—		246,950
Fixed rate mortgages	4.99%	8/25/2029	N/A		106,291		99,098
Variable rate mortgages	S + 1.88 %	3/27/2028	N/A		107,309		129,824

Deferred financing costs, net					(45,354)		(13,624)
Total Mortgage notes & credit facility, net:					1,418,246		1,627,748

Unsecured senior notes
Unsecured senior notes	6.35%	2/2/2030	N/A		$	130,000	$	130,000
Deferred financing costs, net					(3,478)		(3,655)
Unsecured senior notes, net					$	126,522	$	126,345


Secured financings of investments in real estate debt	S + 1.61 %	8/20/2025	N/A		$	115,276	$	—

Total indebtedness					$	1,660,044	$	1,754,093

_______________

(2)The Company’s mortgage and notes payable contain yield or spread maintenance provisions.

Mortgage Notes and Credit Facilities

On June 12, 2025, the Company entered into an amended and restated credit agreement, which amends and restates the credit agreement dated August 11, 2022. The amended and restated credit agreement provides for, among other things, (a) an upsize of the senior unsecured term loan facility from $1,165,500 to $1,250,000, (b) an upsize of the aggregate principal amount of the senior unsecured revolving credit facility from $725 to $2,485,000, (c) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments from up to $3,200,000 to up to $5,000,000, (d) an extension of the revolving credit scheduled maturity date from August 2026 to June 2029, (e) an extension of the initial term loan scheduled maturity date from August 2027 to June 2030, and (f) the amendment of certain financial and other covenants.

Condensed Consolidated Financial Statements. Additionally, the Company contributed a variable rate mortgage note of $84,500 for interest in a joint venture. Refer to Note 3 - Acquisitions and Dispositions for additional information.

The following table details the Company’s interest rate swaps as of June 30, 2025:


Notional Balance						Fixed Rate
Mortgage notes & credit facilities:
Unsecured term loan credit facility
$700,000						3.65%
$250,000						3.42%
$145,500						4.23%
$100,000						3.67%
$54,500						3.40%
Unsecured revolving credit facility
$100,000						3.25%
$45,500						3.40%
Variable rate mortgages
$48,923						3.74%

Unsecured Senior Notes

Secured Financings of Investments in Real Estate Debt

On September 1, 2022, the Company commenced the offering of its shares through a continuous private placement offering. As of June 30, 2025, the Company is authorized to issue an unlimited number of each of its four classes of shares of its common shares (Class S shares, Class N shares, Class D shares, and Class I shares).

As of August 5, 2025, we had received net proceeds of $6,264,534 from selling an aggregate 615,907,104 common shares in the private offering (consisting of 265,907,009 Class S shares, 38,538,419 Class N shares, 10,500,658 Class D shares, and 300,961,017 Class I shares).

Cash Flows

Cash flows provided by operating activities was $174,885 for the six months ended June 30, 2025 compared to $73,737 for the six months ended June 30, 2024. The change in cash flows provided by operating activities was primarily

due to an increase in interest income from investments in real estate debt and distributions of earnings from unconsolidated real estate affiliates.

Cash flows used in investing activities was $1,257,366 for the six months ended June 30, 2025 compared to $687,912 for the six months ended June 30, 2024. The change in cash flows used in investing activities was primarily due to an increase in investing activity related to unconsolidated real estate affiliates, real estate debt, and properties classified as financing receivables.

Cash flows provided by financing activities was $1,251,784 for the six months ended June 30, 2025 compared to $646,547 for the six months ended June 30, 2024. The change in cash flows provided by financing activities was primarily due to an increase in proceeds received from the issuance of common shares, proceeds from its DST program, and a decrease in net payments of principal on debt, partially offset by increased repurchases on common shares.

Critical Accounting Estimates

The preparation of the financial statements in accordance with GAAP involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our consolidated financial statements. There have been no material changes to our Critical Accounting Policies, including significant accounting policies that we believe are the most affected by our judgments, estimates, and assumptions, which are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Pronouncements

See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—2. Summary of Significant Accounting Policies and Estimates” for a discussion concerning recent accounting pronouncements.

Future Cash Requirements

The following table aggregates our contractual obligations and commitments as of June 30, 2025 (in thousands):


Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Indebtedness	$	1,708,876	$	164,835	$	—	$	1,481,541	$	62,500
Organizational and offering costs	8,591		2,713		5,426		452		—
Total	$	1,717,467	$	167,548	$	5,426	$	1,481,993	$	62,500

The Company has future commitments to fund the construction of wholly owned assets and assets held at joint ventures under build-to-suit arrangements. As of June 30, 2025, the Company estimates that its total remaining future commitments to complete the construction of the assets is $241,968 which it expects to fund over the next six months. Additionally, the Company has agreed to fund up to a maximum of $263,088 for incremental indirect interests in STORE.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to interest rate risk with respect to our variable-rate indebtedness as an increase in interest rates would directly result in higher interest expense. We seek to manage our exposure to interest rate risk by utilizing a mix of floating rate financings with staggered maturities and through interest rate hedging agreements to fix all or a portion of our variable rate debt. As of June 30, 2025, the outstanding principal balance of our indebtedness was $1.7 billion and consisted of mortgage notes, term loan credit facilities, unsecured revolving credit facilities, and unsecured senior notes.

Certain of our mortgage notes, term loan credit facilities, and unsecured revolving credit facilities are variable rate and indexed to SOFR, one-month SOFR, and one-month SONIA (collectively, the “Reference Rates”). For the three and six months ended June 30, 2025, a 10 basis point increase in each of the Reference Rates would have resulted in an inconsequential increase in interest expense as a result of our interest rate swap and interest rate cap contracts which hedge our risk of changing interest rates. Our exposure to interest rate risk may vary in future periods as the amounts and terms of our interest rate hedging agreements change over time as we implement our hedging program.

Investments in Real Estate Debt

As of June 30, 2025 and December 31, 2024, we held $935.3 million and $696.1 million of investments in real estate debt, of which $762.5 million and $619.5 million are reported at fair value on our Condensed Consolidated Balance Sheets, respectively. Our investments in real estate debt consist of floating rate and fixed rate debt. The floating rates are indexed to the Reference Rates, and as such, are exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors that may or may not affect interest rates, for the three and six months ended June 30, 2025, a 50 basis point increase or decrease in the Reference Rates would have resulted in an increase or decrease of $0.9 and $1.7 million, respectively, to income from investments in real estate debt.

We may also be exposed to market risk with respect to our investments in real estate debt due to changes in the fair value of our investments. We seek to manage our exposure to market risk with respect to our investments in real estate debt by making investments in real estate debt backed by different types of collateral and varying credit ratings. The fair value of our investments may fluctuate, therefore the amount we will realize upon any sale of our investments in real estate debt is unknown. However, as of June 30, 2025 and December 31, 2024, a 10% change in the fair value of our investments in real estate debt would result in a change in the carrying value of our investments in real estate debt of $76.3 million and $61.9 million, respectively.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of June 30, 2025, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. We may also be subject to regulatory proceedings. While the outcome of these legal or regulatory proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. As of June 30, 2025, we were not involved in any material legal proceedings.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Part I. Item 1A. “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 13, 2025. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 13, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

We are conducting a Private Offering to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act) pursuant to exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D and/or Regulation S thereunder and applicable state securities laws. The table below details the common shares sold (primary and distribution reinvestment plan) (dollars are in thousands, except for per share amounts):


Shares Sold Date	Number of Common Shares Sold	Aggregate Consideration (4)
April 2025 (1)	29,330,100	$	294,295
May 2025 (2)	24,397,084	243,654
June 2025 (3)	29,027,460	291,386
Total	82,754,644	$	829,335

(1) Includes 11,465,695 of Class S common shares, 5,149,122 of Class N common shares, 320,982 of Class D common shares, and 12,394,301 of Class I common shares. Class I common shares include 532,404 of common shares issued to the Adviser as payment of management fees.

(2) Includes 9,868,270 of Class S common shares, 1,992,555 of Class N common shares, 292,867 of Class D common shares, and 12,243,392 of Class I common shares. Class I common shares include 550,536 of common shares issued to the Adviser as payment of management fees.

(3) Includes 11,612,686 of Class S common shares, 3,075,933 of Class N common shares, 13,464 of Class D common shares, and 14,325,377 of Class I common shares. Class I common shares include 581,713 of common shares issued to the Adviser as payment of management fees.

(4) Includes upfront selling commissions for Class S, Class N and Class D shares of $3,327.

Share Repurchases

Our Board of Trustees adopted the Share Repurchase Plan, whereby, subject to certain limitations, shareholders may request on a quarterly basis that the Company repurchases all or any portion of their shares. Shares repurchased under the Share Repurchase Plan are limited to no more than 5% aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the immediately preceding three months).

Other than as described for Redeemable common shares and Redeemable Non-controlling Interests, the Company is not obligated to repurchase any shares and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our Board of Trustees may modify and suspend the Company’s Share Repurchase Plan if it deems such action to be in the Company’s best interest and the best interest of its shareholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis.

The following table sets forth purchases by the Company of its common shares during the three months ended June 30, 2025.


Repurchase Request Deadline	Total Number of Common Shares Purchased (1)	Average Price per Common Share (2)		Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Common Shares That May Yet be Purchased as Part of Publicly Announced Plans or Programs(3)


June 5, 2025	11,860,450	$	10.2166	11,371,529	$	—
Total	11,860,450	$	10.2166	11,371,529	$	—

_______________

(1)Includes 488,921 Class I shares previously issued to the adviser as payment of management fees and interest on the affiliate line of credit. The shares were repurchased at the then-current transaction price resulting in a total repurchase of $5,000.

(2)Repurchase pricing date was April 30, 2025.

(3)Repurchases are limited as set forth in our Share Repurchase Plan described above. All requests under the Share Repurchase Plan were satisfied.

From Inception through June 30, 2025, 6,609,750 Class I OP Units in the Operating Partnership were issued to the Special Limited Partners. Subsequent to initial issuance, 4,570,954 Class I OP Units were distributed to participants in the Special Limited Partners, with the remaining 2,038,796 Class I OP Units held directly by the Special Limited Partners as of June 30, 2025.

From Inception through June 30, 2025, the Company issued 11,542,484 Class I shares to the Adviser as payment of management fees and interest on the affiliate loan. As of June 30, 2025, the Company has repurchased 7,365,417 Class I shares previously issued to the Adviser. As of June 30, 2025, the Adviser held 6,620,006 Class I shares, including shares previously purchased by the Adviser. The repurchase of any Class I OP Units held by the Special Limited Partner or Class I shares held by the Adviser acquired as payment of management fee and interest earned by the Adviser occurs outside of our Share Repurchase Plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the 1933 Act).

ITEM 6. EXHIBITS

(b)Exhibits


3.1			Certificate of Trust of the Company, dated March 31, 2022 (filed as Exhibit 3 .1 to the Registrant’s Registration Statement on Form 10 filed on April 5, 2023 and incorporated herein by reference)
3.2			Certificate of Amendment to Certificate of Trust of Blue Owl Real Estate Net Lease Trust, effective July 6, 2023 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 10, 2023 and incorporated herein by reference)
3.3			Third Amended and Restated Declaration of Trust of Blue Owl Real Estate Net Lease Trust, dated as of April 19, 2024 (filed as Exhibit 3.1 to the Registrant ’s Current Report on Form 8-K filed on April 23, 2024 and incorporated herein by reference)
3.4			Second Amended and Restated Bylaws of Blue Owl Real Estate Net Lease Trust, dated as of July 6, 2023 (filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on July 10, 2023 and incorporated herein by reference)
4.1			Fourth Amended and Restated Share Repurchase Plan, dated April 19, 2024 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 23, 2024 and incorporated herein by reference)
4.2			Amended and Restated Distribution Reinvestment Plan of the Company (filed as E xhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 23, 2024 and incorporated herein by reference)
10.1			Amended and Restated Credit Agreement, dated as of June 12, 2025, by and among Blue Owl NLT Operating Partnership LP, KeyBank National Association, as agent for the Lenders, and the lenders from time to time party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2025 and incorporated herein by reference)
31.1*			Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 12 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.


Blue Owl Real Estate Net Lease Trust

By:			/s/ Kevin Halleran
			Name: Kevin Halleran
			Title: Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

Date: August 7, 2025