UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2025

Global Net Lease, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-37390

45-2771978

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

650 Fifth Avenue, 30th Floor
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (332) 265-2020

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	GNL	New York Stock Exchange
7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	GNL PR A	New York Stock Exchange
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR B	New York Stock Exchange
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR D	New York Stock Exchange
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	GNL PR E	New York Stock Exchange

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

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 25, 2025, Global Net Lease, Inc., a Maryland corporation (the “Company”), through certain subsidiaries (collectively, the “Sellers”) of its operating partnership, Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “OP”), consummated the closing of the first phase of the sale of its multi-tenant portfolio (the “Portfolio”) to an affiliate of RCG Ventures Holdings, LLC, a Georgia limited liability company (the “Buyer”), pursuant to that certain Purchase and Sale Agreement, dated February 25, 2025, by and between the Sellers and Buyer. This initial tranche includes 59 unencumbered properties (the “First Tranche Properties”), totaling $1.1 billion in gross proceeds upon closing. There were no material relationships, other than in respect of the sale of the first phrase of the Portfolio, among the Sellers and their respective affiliates, on the one hand, and the Buyer and its affiliates on the other hand.

Item 7.01 Regulation FD Disclosure.

On March 26, 2025, the Company issued a press release announcing the closing of the sale of the First Tranche Properties to the Buyer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for 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 set forth in Item 7.01 of this Current Report on Form 8-K, 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.

The statements in this Current Report on Form 8-K that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “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 the risks that any potential future acquisition or disposition (including the proposed closing of the unencumbered properties portion of the multi-tenant portfolio) by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, 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 by law.

Item 9.01 Financial Statements and Exhibits.

(b)       Pro forma financial information

The pro forma financial information of the Company as adjusted to give effect to the sale of the First Tranche Properties is presented in the unaudited pro forma consolidated financial statements filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference in this Item 9.01.

(d)       Exhibits.

Exhibit Number		Description
99.1		Press Release dated March 26, 2025
99.2		Unaudited Pro Forma Consolidated Financial Statements
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GLOBAL NET LEASE, INC.

Date: March 28, 2025	By:	/s/ Edward M. Weil, Jr.
	Name:	Edward M. Weil, Jr.
	Title:	Chief Executive Officer and President (Principal Executive Officer)

Exhibit 99.1

Global Net Lease Successfully Closes First Phase of Multi-Tenant Portfolio Sale

−      Initial Closing Generates Approximately $1.1 Billion in Gross Proceeds

NEW YORK – March 26, 2025 – Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”) announced the successful closing of the first phase of the sale of its multi-tenant portfolio to RCG Ventures, LLC on March 25, 2025. This initial phase includes 59 unencumbered properties, totaling approximately $1.1 billion in gross proceeds upon closing.

GNL expects to remain on schedule to complete the sale of the 41 encumbered properties in two additional phases by the end of the second quarter of 2025. GNL intends to use the net proceeds from the multi-tenant portfolio sale to significantly reduce leverage and pay down the outstanding balance on GNL’s Revolving Credit Facility.

“We are pleased with the progress of the multi-tenant portfolio sale, as demonstrated by the closing of the unencumbered portfolio,” said Michael Weil, CEO of GNL. “Completing this first phase reflects our disciplined execution of the plan we outlined on our Q4 2024 earnings call. This important milestone of our strategic transaction accelerates our deleveraging plan and further strengthens our balance sheet and liquidity. We believe it represents a significant step toward unlocking potential value in GNL by enhancing our capital structure, lowering our cost of capital, and providing the financial flexibility to support long-term growth.”

About Global Net Lease, Inc.

Global Net Lease, Inc. (NYSE: GNL) is a publicly traded internally managed real estate investment trust that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.

Important Notice

The statements in this press release that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “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 the risks that any potential future acquisition or disposition (including the proposed closing of the unencumbered properties portion of the multi-tenant portfolio) by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, 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 by law.

Contacts:

Investor Relations

Email: [email protected]

Phone: (332) 265-2020

Exhibit 99.2

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On March 25, 2025, Global Net Lease, Inc. (“GNL” or the “Company”, “we” “our,” or “us”) completed the sale of 59 of its multi-tenant retail properties (the “First Closing” and such properties, the “Disposal Group”) to RCG Venture Holdings, LLC (“RCG”) pursuant to a purchase and sale agreement, dated as of February 25, 2025 (“PSA”), to sell 100 multi-tenant retail properties (the “Multi-Tenant Retail Portfolio”) to RCG (the “RCG Multi-Tenant Retail Disposition”) for a base purchase price of approximately $1.780 billion, of which approximately $1.067 billion related to the First Closing (the “First Closing Contract Sale Price”). The First Closing Contract Sale Price is subject to various adjustments as described in more detail in Note C to the notes to the unaudited pro forma consolidated balance sheet as of December 31, 2024 presented below.

The RCG Multi-Tenant Retail Disposition is expected to be fully consummated in two additional phases during the second quarter of 2025, comprised of: (a) 12 properties secured by a $210.0 million mortgage from Société Générale and UBS AG, and (b) 29 properties secured by a $260.0 million mortgage from Barclays Capital Real Estate Inc., Société Générale, KeyBank and Bank of Montreal. The closing of these remaining 41 properties (the “Properties To Be Sold”) is subject to a number of customary conditions, including, but not limited to, the consent of certain of the Company’s existing lenders (noted above) for RCG to assume the debt secured by the Properties To Be Sold.

The following unaudited pro forma consolidated financial information of the Company as of December 31, 2024 and for the years ended December 31, 2024 and 2023, has been prepared for informational purposes only in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated balance sheet included herein as of December 31, 2024 gives effect to the First Closing as if it closed on December 31, 2024. The unaudited pro forma consolidated statements of operations for the fiscal year ended December 31, 2024, give effect to the First Closing as if it closed on January 1, 2024.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2023 is included to reflect the impact of discontinued operations resulting from the properties sold in the First Closing. An unaudited pro forma consolidated statement of operations for the year ended December 31, 2022 is not presented since the Multi-Tenant Retail Portfolio was acquired in September of 2023; however we have reflected the discontinued operations of the transactions through the relevant periods.

The unaudited pro forma consolidated financial information of the Company reflects the following:

	·	The removal of the assets, liabilities and historical operating results of the properties sold in the First Closing;

	·	Cash consideration received from RCG;

	·	Recognition of the loss on sale, net of transaction costs related to the properties sold in First Closing, including estimated selling costs; and

	·	Payments made on the Company’s Revolving Credit Facility with net proceeds from the First Closing.

	·	No goodwill impairment at the time of the First Closing. The First Closing was considered a triggering event, requiring the Company to assess the goodwill related to its multi-tenant retail segment. The Company will continue to monitor the multi-tenant retail segment’s goodwill at the time of the two additional phases of closing.

The unaudited pro forma consolidated financial statements of the Company are based on information currently available, including certain assumptions which are subject to change and may not be realized, and such information represents our best estimates based on information currently available and may differ from those presented within our future filings with the Securities and Exchange Commission beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

The unaudited pro forma consolidated financial statements of the Company are not necessarily indicative of what the Company’s financial condition or results of operations would have been for the periods presented, nor are they representative of the future financial condition or results of operations of the Company. These financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, and their accompanying notes included in GNL’s Annual Report on Form 10-K for the year ended December 31, 2024.

GLOBAL NET LEASE, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2024

(In thousands, except share and per share amounts)

				Transaction Accounting Adjustments
	GNL Historical			Removal of the Disposal Group			Other Transaction Accounting Adjustments				GNL Pro Forma
	(A)			(B)			(C)
ASSETS
Real estate investments, at cost:
Land	$	1,172,146		$	(213,251	)	$	—			$	958,895
Buildings, fixtures and improvements		5,293,468			(758,431	)		—				4,535,037
Construction in progress		4,350			(518	)		—				3,832
Acquired intangible lease assets		1,057,967			(219,364	)		—				838,603
Total real estate investments, at cost		7,527,931			(1,191,564	)		—				6,336,367
Less accumulated depreciation and amortization		(1,164,629	)		101,667			—				(1,062,962	)
Total real estate investments, net		6,363,302			(1,089,897	)		—				5,273,405
Assets held for sale		17,406			—			—				17,406
Cash and cash equivalents		159,698			—			23,246		(C-1)		182,944
Restricted cash		64,510			—			—				64,510
Derivative assets, at fair value		2,471			—			—				2,471
Unbilled straight-line rent		99,501			(6,368	)		—				93,133
Operating lease right-of-use asset		74,270			(8,107	)		—				66,163
Prepaid expenses and other assets		108,562			(28,485	)		—				80,077
Multi-tenant retail disposition receivable, net		—			—			100,620		(C-2)		100,620
Deferred tax assets		4,866			—			—				4,866
Goodwill		51,370			—			—				51,370
Deferred financing costs, net		9,808			—			—				9,808
Total Assets	$	6,955,764		$	(1,132,857	)	$	123,866			$	5,946,773

LIABILITIES AND EQUITY
Mortgage notes payable, net	$	2,221,706		$	—		$	—			$	2,221,706
Revolving credit facility		1,390,292			—			(850,170	)	(C-3)		540,122
Senior notes, net		906,101			—			—				906,101
Acquired intangible lease liabilities, net		76,800			(33,072	)		—				43,728
Derivative liabilities, at fair value		3,719			—			—				3,719
Accounts payable and accrued expenses		75,735			(11,806	)		(8,772	)	(C-4)		55,157
Operating lease liability		48,333			(8,253	)		—				40,080
Prepaid rent		28,734			(9,998	)		—				18,736
Deferred tax liability		5,477			—			—				5,477
Dividends payable		11,909			—			—				11,909
Total Liabilities		4,768,806			(63,129	)		(858,942	)			3,846,735
Commitments and contingencies		—			—			—				—
Stockholders’ Equity:												—
7.25% Series A cumulative redeemable preferred stock, $0.01 par value, liquidation preference $25.00 per share, 9,959,650 shares authorized, 6,799,467 shares issued and outstanding as of December 31, 2024 and 2023		68			—			—				68
6.875% Series B cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 11,450,000 shares authorized, 4,695,887 shares issued and outstanding as of December 31, 2024 and 2023		47			—			—				47
7.500% Series D cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 7,933,711 shares authorized, issued and outstanding as of December 31, 2024 and 2023		79			—			—				79
7.375% Series E cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 4,595,175 shares authorized, issued and outstanding as of December 31, 2024 and 2023		46			—			—				46
Common stock, $0.01 par value, 250,000,000 shares authorized, 231,051,139 and 230,885,197 shares issued and outstanding as of December 31, 2024 and 2023, respectively		3,640			—			—				3,640
Additional paid-in capital		4,359,264			—			—				4,359,264
Accumulated other comprehensive loss income		(25,844	)		—			—				(25,844	)
Accumulated deficit		(2,150,342	)		(1,069,728	)		982,808		(C-5)		(2,237,262	)
Total Stockholders’ Equity		2,186,958			(1,069,728	)		982,808				2,100,038
Non-controlling interest		—			—			—				—
Total Equity		2,186,958			(1,069,728	)		982,808				2,100,038
Total Liabilities and Equity	$	6,955,764		$	(1,132,857	)	$	123,866			$	5,946,773

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL NET LEASE, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The above unaudited pro forma consolidated financial statement presentation has been prepared based upon certain pro forma adjustments to the historical consolidated financial statements of the Company. Certain assumptions regarding the operations of the Company have been made in connection with the preparation of these unaudited pro forma consolidated financial statements. These assumptions are as follows:

Adjustments to Pro Forma Consolidated Balance Sheet

(A)

Represents the Company’s historical consolidated balance sheet as of December 31, 2024, which was derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

(B)

Represents the removal of the historical consolidated balance sheet amounts of the properties sold in the First Closing as of December 31, 2024.

(C)

Represents other transaction adjustments related to the First Closing.

	(in thousands)	Amount
	First Closing Contract Sale Price	$	1,067,000
	Adjustments:
	Amounts held in escrow		(2,999	)
	Property operating cost prorations and other expense adjustments at closing		(8,772	)
	Amounts due to RCG for tenant improvements and leasing commissions		(36,114	)
	Adjustments for leasing activity^(a)		(133,862	)
	Closing costs related to First Closing		(11,837	)
	Cash consideration received from RCG at the First Closing		873,416
(C-3)	Less: Cash used to paydown the Company’s Revolving Credit Facility at the First Closing		(850,170	)
(C-1)	Excess cash proceeds from the First Closing	$	23,246

^{___________________________}

^(a)

Primarily represents adjustments for leasing activity as outlined in the PSA. Primarily relates to (i) leases either excluded completely from, or added to, the First Closing Contract Sale Price and, (ii) leases which the Company may collect the related cash consideration after the First Closing in accordance with the terms of the PSA.

	(in thousands)	Amount
	Cash Consideration received at the First Closing (per table above)	$	873,416
(C-4)	Property operating cost prorations and other expense adjustments at closing		8,772
(C-2)	Receivable recorded for potential consideration received after the First Closing^(a)		100,620
(C-5)	Adjusted Sale Price^(b)	$	982,808

^{___________________________}

	^(a)	Represents expected consideration to be received by the Company from RCG for leases in process at the time of, and specifically related to the properties sold in, the First Closing. As part of the portfolio sold, there are leases that have not yet commenced at the time of the First Closing. As part of the transaction, we agreed for the Buyer to pay the portion of proceeds attributed to each of those leases when the respective tenants move into their space. This receivable represents the full potential amount to be received less the fair value of the embedded feature ascribed to these potential commencements. This feature will be marked to market each period with changes in value being recorded through earnings.
	^(b)	Defined as the Cash consideration received at the First Closing plus adjustment for cost prorations and receivables recorded for expected consideration to be received by the Company from RCG for leases in process at the time of, and specifically related to the properties sold in, the First Closing.

GLOBAL NET LEASE, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(In thousands, except share and per share amounts)

				Transaction Accounting Adjustments
	GNL Historical			Removal of the Disposal Group			Other Transaction Accounting Adjustments				GNL Pro Forma
	(A)			(B)
Revenue from tenants	$	805,010		$	(141,664	)	$	—			$	663,346

Expenses:
Property operating		142,497			(50,492	)		—				92,005
Impairment charges		90,410			—			—				90,410
Merger, transaction and other costs		6,026			—			—				6,026
General and administrative		57,734			(1,821	)		—				55,913
Equity-based compensation		8,931						—				8,931
Depreciation and amortization		349,943			(83,525	)		—				266,418
Total expenses		655,541			(135,838	)		—				519,703
Operating income (loss) before gain (loss) on dispositions of real estate investments		149,469			(5,826	)		—				143,643
Gain (loss) on dispositions of real estate investments		57,015			—			(66,038	)	(C)		(9,023	)
Operating income (loss)		206,484			(5,826	)		(66,038	)			134,620
Other income (expense):
Interest expense		(326,932	)		929			84,687		(D)		(241,316	)
Loss on extinguishment and modification of debt		(15,877	)		—			—				(15,877	)
Gain (loss) on derivative instruments		4,229			—			—				4,229
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness		3,249			—			—				3,249
Other income		1,720			(551	)		—				1,169
Total other expense, net		(333,611	)		378			84,687				(248,546	)
Net (loss) income before income tax		(127,127	)		(5,448	)		18,649				(113,926	)
Income tax expense		(4,445	)		52			—				(4,393	)
Net (loss) income		(131,572	)		(5,396	)		18,649				(118,319	)
Preferred stock dividends		(43,744	)		—			—				(43,744	)
Net loss attributable to common stockholders	$	(175,316	)	$	(5,396	)	$	18,649				(162,063	)

Basic and Diluted Loss Per Common Share:
Net loss per share attributable to common stockholders — Basic	$	(0.76	)									(0.71	)
Net loss per share attributable to common stockholders — Diluted	$	(0.76	)								$	(0.71	)
Weighted average common shares outstanding:
Basic		230,440,385										230,440,385
Diluted		230,440,385										230,440,385

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL NET LEASE, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(In thousands, except share and per share amounts)

				Transaction Accounting Adjustments
	GNL Historical			Removal of the Disposal Group			GNL Pro Forma
	(A)			(B)
Revenue from tenants	$	515,070		$	(41,333	)	$	473,737

Expenses:
Property operating		67,839			(15,249	)		52,590
Operating fees to related parties		28,283			—			28,283
Impairment charges		68,684			—			68,684
Merger, transaction and other costs		54,492			—			54,492
Settlement costs		29,727			—			29,727
General and administrative		40,187			(237	)		39,950
Equity-based compensation		17,297			—			17,297
Depreciation and amortization		222,271			(27,257	)		195,014
Total expenses		528,780			(42,743	)		486,037
Operating income (loss) before gain (loss) on dispositions of real estate investments		(13,710	)		1,410			(12,300	)
Gain (loss) on dispositions of real estate investments		(1,672	)		—			(1,672	)
Operating income (loss)		(15,382	)		1,410			(13,972	)
Other income (expense):
Interest expense		(179,411	)		839			(178,572	)
Loss on extinguishment and modification of debt		(1,221	)		—			(1,221	)
Gain (loss) on derivative instruments		(3,691	)		—			(3,691	)
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness		—			—			—
Other income		2,270			8			2,278
Total other expense, net		(182,053	)		847			(181,206	)
Net (loss) income before income tax		(197,435	)		2,257			(195,178	)
Income tax expense		(14,475	)		—			(14,475	)
Net (loss) income		(211,910	)		2,257			(209,653	)
Preferred stock dividends		(27,438	)		—			(27,438	)
Net loss attributable to common stockholders	$	(239,348	)	$	2,257			(237,091	)

Basic and Diluted Loss Per Common Share:
Net loss per share attributable to common stockholders — Basic	$	(1.71	)					(1.69	)
Net loss per share attributable to common stockholders — Diluted	$	(1.71	)				$	(1.69	)
Weighted average common shares outstanding:
Basic		142,584,332						142,584,332
Diluted		142,584,332						142,584,332

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL NET LEASE, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Adjustments to Pro Forma Consolidated Statement of Operations

Year Ended December 31, 2024

(A)

Represents the Company’s historical consolidated statement of operations activity for the year ended December 31, 2024, which was derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

(B)

Represents the removal of the historical consolidated statement of operations activity for the properties sold in the First Closing for the year ended December 31, 2024.

(C)

Represents the estimated loss on disposition, calculated as the Adjusted Sale Price (approximately $982.8 million) less the net book value of the assets sold in the First Closing as of December 31, 2024 adjusted for additional depreciation and amortization to approximate the net book value as of the First Closing (approximately $1.049 billion).

(D)

Represents adjustment to interest expense on the Company’s Revolving Credit Facility for the $850.2 million of cash consideration received from RCG at the First Closing which was used to paydown the Revolving Credit Facility. The Revolving Credit Facility had a weighted average interest rate of 5.7% as of December 31, 2024.

Year Ended December 31, 2023

(A)

Represents the Company’s historical consolidated statement of operations activity for the year ended December 31, 2023, which was derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

(B)

Represents the removal of the historical consolidated statement of operations activity for the properties sold in the First Closing for the year ended December 31, 2023.