Item 7.01. Regulation FD Disclosure.
Series A Preferred Stock Dividend
On December 21, 2022, The Necessity Retail REIT,
Inc. (the “Company”) issued a press release announcing the declaration of a dividend of $0.46875 per share payable on January
17, 2023 to holders of record of shares of the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock at the close
of business on January 6, 2023.
A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for any purpose, including for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into
any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such
filing.
Series C Preferred Stock Dividend
In addition, the Company announced the declaration
of a dividend of $0.4609375 per share payable on January 17, 2023 to holders of record of shares of the Company’s 7.375% Series
C Cumulative Redeemable Perpetual Preferred Stock at the close of business on January 6, 2023.
A copy of the press release is attached as Exhibit
99.2 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for any purpose, including for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section. The information in Item 7.01, including Exhibit 99.2, shall not be deemed incorporated by reference into
any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such
filing.
The statements in this Current Report on Form 8-K
that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause actual results or events to be materially different. The words “may,” “will,” “seeks,”
“anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,”
“intends,” “should” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties
and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from
the results contemplated by the forward-looking statements. These risks and uncertainties include (a) the potential adverse effects
of (i) the global COVID-19 pandemic, including actions taken to contain or treat COVID-19, and (ii) the geopolitical instability
due to the ongoing military conflict between Russia and Ukraine, including related sanctions and other penalties imposed by the U.S. and
European Union, and the related impact on the Company, the Company’s tenants and the global economy and financial markets,
and (b) that any potential future acquisition is subject to market conditions and capital availability and may not be completed on
favorable terms, or at all, as well as those risks and uncertainties set forth in the Risk Factors section of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021 filed on February 24, 2022 and all other filings with the Securities
and Exchange Commission after that date, as such risks, uncertainties and other important factors may be updated from time to time in
the Company's subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes
no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time, unless required to do so by law.