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): June 10, 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 June 10, 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 second 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 second phase includes 28 encumbered properties (the “Second Tranche Properties”) generating approximately $395 million in gross proceeds upon closing. There were no material relationships, other than in respect of the sale of the second phase 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 June 11, 2025, the Company issued a press release announcing the closing of the sale of the Second 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 final encumbered 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 Second 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 June 11, 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:	June 13, 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 Second Phase of Multi-Tenant Portfolio Sale

− Sale of 28 Properties Generates Approximately $400 Million in Gross Proceeds

− Remains On Track to Close Third and Final Phase by End of Q2’25

NEW YORK – June 11, 2025 – Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”) announced the successful closing of the second phase of the sale of its multi-tenant portfolio to RCG Ventures, LLC on June 10, 2025, including 28 encumbered properties. The second phase generated approximately $400 million in gross proceeds upon closing¹.

GNL remains on track to complete the third and final phase of the multi-tenant portfolio sale, consisting of 12 encumbered properties, by the end of the second quarter of 2025. The incremental net proceeds from the final two phases are expected to be used to reduce leverage by paying down the outstanding balance on GNL’s Revolving Credit Facility.

“The successful closing of the second phase of our multi-tenant portfolio sale is another important step in GNL’s transformation,” said Michael Weil, CEO of GNL. “The overall initiative reflects our commitment to executing our strategic plan, specifically lowering leverage and completing the transformation to a dedicated single-tenant portfolio, reinforcing our balance sheet, and maintaining strong liquidity. As we move toward completing the third and final phase by the end of the second quarter of 2025, we are focused on leveraging the financial flexibility we have created to support GNL’s long-term growth and further strengthen our capital structure.”

GNL completed the first phase of the multi-tenant portfolio sale in March 2025, generating approximately $1.1 billion in gross proceeds upon closing.

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 final encumbered 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

Footnotes:

¹ Includes a $256 million mortgage that is being assumed by RCG Ventures, LLC.

Exhibit 99.2

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On June 10, 2025, Global Net Lease, Inc. (“GNL” or the “Company”, “we” “our,” or “us”) completed the sale of 28 properties (the “Second Closing”) to RCG Venture Holdings, LLC (“RCG”) pursuant to a purchase and sale agreement, dated as of February 25, 2025 (the “PSA”). Under the PSA, the Company agreed to sell 100 multi-tenant retail properties (the “Multi-Tenant Retail Portfolio”) to RCG (the “RCG Multi-Tenant Retail Disposition”). The tenant at one property, which was part of the Multi-Tenant Retail Portfolio, exercised its right of first refusal and will be purchasing the property at a later date. As a result, a total of 99 properties are expected to be sold to RCG. In connection with the Second Closing, approximately $256.3 million of secured debt was assumed by RCG (for additional information see Note B in the notes to the unaudited pro forma consolidated balance sheet as of March 31, 2025 presented below).

Under the PSA, the base purchase price was approximately $1.780 billion, of which approximately $1.067 billion related to the sale of 59 properties in the first closing which occurred on March 25, 2025 (the “First Closing”) and approximately $395.0 million related to the Second Closing. The base purchase price is subject to various adjustments as described in more detail in Note C in the notes to the unaudited pro forma consolidated balance sheet as of March 31, 2025 presented below.

The RCG Multi-Tenant Retail Disposition is expected to be fully consummated upon the third and final closing during the second quarter of 2025, comprised of 12 properties secured by a $210.0 million mortgage from Société Générale and UBS AG. The closing of these remaining 12 properties 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 these 12 properties.

The following unaudited pro forma consolidated financial information of the Company as of March 31, 2025 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 March 31, 2025 gives effect to the Second Closing as if it closed on March 31, 2025. The unaudited pro forma consolidated statement of operations for the fiscal year ended December 31, 2024, gives effect to the First Closing and the Second Closing as if each had closed on January 1, 2024. The unaudited pro forma consolidated financial information of the Company for the fiscal quarter ended March 31, 2025 is not included herein since the results of operations of the Multi-Tenant Retail Portfolio is presented entirely in discontinued operations, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Also, estimated remaining transaction costs have been pushed back and are reflected in the unaudited pro forma consolidated financial information for the fiscal year ended December 31, 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 sale of the properties in the First Closing and the Second Closing (the properties sold in each such closing, as applicable, the “Disposal Group”). 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.

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 Second Closing. In addition, the annual income statements also reflect the removal of the properties sold in the First Closing, the impact of which is currently included only in the historical results for the first quarter ended March 31, 2025;

The assumption of two mortgages by RCG;

Consideration received from RCG; and

Recognition of the gain on sale, net of estimated selling costs.

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 June 30, 2025.

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 following documents:

The unaudited consolidated financial statements of the Company for the quarter ended March 31, 2025, and their accompanying notes, included in GNL’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

The audited consolidated financial statements of the Company 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 MARCH 31, 2025

(In thousands, except share and per share amounts)

					Second Closing Transaction Accounting Adjustments
		GNL Historical			Removal of the Disposal Group			Other Adjustments				GNL Pro Forma
		(A)			(B)			(C)
ASSETS
Real estate investments, at cost:
Land	$	755,520		$	—		$	—			$	755,520
Buildings, fixtures and improvements		3,972,434			—			—				3,972,434
Construction in progress		2,024			—			—				2,024
Acquired intangible lease assets		648,368			—			—				648,368
Total real estate investments, at cost		5,378,346			—			—				5,378,346
Less accumulated depreciation and amortization		(1,016,159	)		—			—				(1,016,159	)
Total real estate investments, net		4,362,187			—			—				4,362,187
Assets held for sale		171,675			—			—				171,675
Assets related to discontinued operations		670,483			(364,474	)		—				306,009
Cash and cash equivalents		147,047			—			129,704		(C-1)		276,751
Restricted cash		59,144			—			(8,857	)	(C-2)		50,287
Derivative assets, at fair value		327			—			—				327
Unbilled straight-line rent		92,757			—			—				92,757
Operating lease right-of-use asset		67,461			—			—				67,461
Prepaid expenses and other assets		51,360			—			—				51,360
Multi-tenant retail disposition receivable, net		108,729			—			5,483		(C-3)		114,212
Deferred tax assets		4,915			—			—				4,915
Goodwill		44,842			—			—				44,842
Deferred financing costs, net		8,407			—			—				8,407
Total Assets	$	5,789,334		$	(364,474	)	$	126,330			$	5,551,190

LIABILITIES AND EQUITY
Mortgage notes payable, net	$	1,774,116		$	—		$	—			$	1,774,116
Revolving credit facility		547,406			—			—				547,406
Senior notes, net		911,416			—			—				911,416
Acquired intangible lease liabilities, net		20,441			—			—				20,441
Derivative liabilities, at fair value		2,679			—			—				2,679
Accounts payable and accrued expenses		47,789			—			(4,079	)	(C-4)		43,710
Operating lease liability		40,673			—			—				40,673
Prepaid rent		14,389			—			—				14,389
Deferred tax liability		5,991			—			—				5,991
Dividends payable		11,990			—			—				11,990
Real estate liabilities held for sale		1,377			—			—				1,377
Liabilities related to discontinued operations		495,515			(279,208	)		—				216,307
Total Liabilities		3,873,782			(279,208	)		(4,079	)			3,590,495
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 March 31, 2025 and December 31, 2024		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 March 31, 2025 and December 31, 2024		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 March 31, 2025 and December 31, 2024		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 March 31, 2025 and December 31, 2024		46			—			—				46
Common stock, $0.01 par value, 250,000,000 shares authorized, 228,730,355 and 231,051,139 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		3,617			—			—				3,617
Additional paid-in capital		4,342,134			—			—				4,342,134
Accumulated other comprehensive loss		(15,755	)		—			—				(15,755	)
Accumulated deficit		(2,414,684	)		(85,266	)		130,409				(2,369,541	)
Total Stockholders’ Equity		1,915,552			(85,266	)		130,409				1,960,695
Non-controlling interest		—			—			—				—
Total Equity		1,915,552			(85,266	)		130,409				1,960,695
Total Liabilities and Equity	$	5,789,334		$	(364,474	)	$	126,330			$	5,551,190

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 March 31, 2025, which was derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

(B) Represents the removal of the historical consolidated balance sheet amounts of the 28 properties sold in the Second Closing as of March 31, 2025. Also, includes the removal of approximately $256.3 million in mortgage debt, secured by the 28 properties sold in the Second Closing, which was assumed by RCG. The original mortgage, provided by Barclays Capital Real Estate Inc., Société Générale, KeyBank, and Bank of Montreal, had a principal balance of $260.0 million and was secured by 29 properties. Prior to the Second Closing, approximately $3.7 million of the original mortgage was released and allocated to a property, which was part of the Multi-Tenant Retail Portfolio, whose tenant exercised a right of first refusal and who will be purchasing the property from the Company at a later date.

(C) Represents other transaction adjustments related to the Second Closing as follows:

	(in thousands)	Amount
	Second Closing contract sale price	$	395,124
	Adjustments:
	Amounts held in escrow		(1,858	)
(C-4)	Property operating cost prorations and other expense adjustments at closing		(4,079	)
	Amounts due to RCG for tenant improvements and leasing commissions		(1,294	)
	Adjustments for leasing activity^(a)		(7,506	)
	Closing costs related to Second Closing		(3,266	)
	Adjusted contract sale price		377,121
	Mortgage assumed by RCG (see Note B above)		(256,274	)
(C-2)	Lender escrows assumed by RCG		8,857
(C-1)	Net cash received from RCG at the Second Closing	$	129,704

^(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 Second Closing contract sale price and (ii) leases which the Company may collect the related cash consideration after the Second Closing in accordance with the terms of the PSA.

	(in thousands)	Amount
	Adjusted contract sale price (per table above)	$	377,121
(C-3)	Receivable recorded for potential consideration received after the Second Closing ^(a)		5,483
	Final contract sale price^(b)	$	382,604

^(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 Second Closing. As part of the portfolio sold, there are leases that have not yet commenced at the time of the Second 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 derivative ascribed to these potential commencements. This embedded derivative will be marked to market each period with changes in value being recorded through earnings.

^(b) Defined as the adjusted contract sales price at the Second 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 Second Closing.

GLOBAL NET LEASE, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(In thousands, except share and per share amounts)

				First Closing									Second Closing
					Transaction Accounting Adjustments									Transaction Accounting Adjustments
		GNL Historical			Removal of the Disposal Group			Other Adjustments			GNL Pro Forma			Removal of the Disposal Group			Other Adjustments			GNL Pro Forma
		(A)			(B)			(C)						(D)
Revenue from tenants	$	805,010		$	(141,664	)	$	—		$	663,346		$	(53,380	)	$	—		$	609,966

Expenses:
Property operating		142,497			(50,492	)		—			92,005			(15,868	)		—			76,137
Impairment charges		90,410			—			—			90,410			—			—			90,410
Merger, transaction and other costs		6,026			—			—			6,026			—			—			6,026
General and administrative		57,734			(1,821	)		—			55,913			(303	)		—			55,610
Equity-based compensation		8,931			—			—			8,931			—			—			8,931
Depreciation and amortization		349,943			(83,525	)		—			266,418			(25,860	)		—			240,558
Total expenses		655,541			(135,838	)		—			519,703			(42,031	)		—			477,672
Operating income (loss) before gain (loss) on dispositions of real estate investments		149,469			(5,826	)		—			143,643			(11,349	)		—			132,294
Gain (loss) on dispositions of real estate investments		57,015			—			(66,038	)		(9,023	)		—			45,841	(E)		36,818
Operating income (loss)		206,484			(5,826	)		(66,038	)		134,620			(11,349	)		45,841			169,112
Other income (expense):
Interest expense		(326,932	)		929			84,687			(241,316	)		17,038			—			(224,278	)
Loss on extinguishment and modification of debt		(15,877	)		—			—			(15,877	)		—			—			(15,877	)
Gain (loss) on derivative instruments		4,229			—			—			4,229			—			—			4,229
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness		3,249			—			—			3,249			—			—			3,249
Other income		1,720			(551	)		—			1,169			(32	)		—			1,137
Total other expense, net		(333,611	)		378			84,687			(248,546	)		17,006			—			(231,540	)
Net (loss) income before income tax		(127,127	)		(5,448	)		18,649			(113,926	)		5,657			45,841			(62,428	)
Income tax expense		(4,445	)		52			—			(4,393	)		—			—			(4,393	)
Net (loss) income		(131,572	)		(5,396	)		18,649			(118,319	)		5,657			45,841			(66,821	)
Preferred stock dividends		(43,744	)		—			—			(43,744	)		5			—			(43,739	)
Net loss attributable to common stockholders	$	(175,316	)	$	(5,396	)	$	18,649		$	(162,063	)	$	5,662		$	45,841			(110,560	)

Basic and Diluted Loss Per Common Share:
Net loss per share attributable to common stockholders — Basic	$	(0.76	)																	(0.48	)
Net loss per share attributable to common stockholders — Diluted	$	(0.76	)																$	(0.48	)
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 STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

(In thousands, except share and per share amounts)

					First Closing						Second Closing
					Transaction Accounting Adjustments						Transaction Accounting Adjustments
		GNL Historical			Removal of the Disposal Group			GNL Pro Forma			Removal of the Disposal Group			GNL Pro Forma
		(A)			(B)						(C)
Revenue from tenants	$	515,070		$	(41,333	)	$	473,737		$	(16,175	)	$	457,562

Expenses:
Property operating		67,839			(15,249	)		52,590			(5,080	)		47,510
Operating fees to related parties		28,283			—			28,283			—			28,283
Impairment charges		68,684			—			68,684			—			68,684
Merger, transaction and other costs		54,492			—			54,492			—			54,492
Settlement costs		29,727			—			29,727			—			29,727
General and administrative		40,187			(237	)		39,950			(81	)		39,869
Equity-based compensation		17,297			—			17,297			—			17,297
Depreciation and amortization		222,271			(27,257	)		195,014			(7,977	)		187,037
Total expenses		528,780			(42,743	)		486,037			(13,138	)		472,899
Operating income (loss) before gain (loss) on dispositions of real estate investments		(13,710	)		1,410			(12,300	)		(3,037	)		(15,337	)
Gain (loss) on dispositions of real estate investments		(1,672	)		—			(1,672	)		—			(1,672	)
Operating income (loss)		(15,382	)		1,410			(13,972	)		(3,037	)		(17,009	)
Other income (expense):
Interest expense		(179,411	)		839			(178,572	)		5,167			(173,405	)
Loss on extinguishment and modification of debt		(1,221	)		—			(1,221	)		—			(1,221	)
Gain (loss) on derivative instruments		(3,691	)		—			(3,691	)		—			(3,691	)
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness		—			—			—			—			—
Other income		2,270			8			2,278			(5	)		2,273
Total other expense, net		(182,053	)		847			(181,206	)		5,162			(176,044	)
Net (loss) income before income tax		(197,435	)		2,257			(195,178	)		2,125			(193,053	)
Income tax expense		(14,475	)		—			(14,475	)		—			(14,475	)
Net (loss) income		(211,910	)		2,257			(209,653	)		2,125			(207,528	)
Preferred stock dividends		(27,438	)		—			(27,438	)		—			(27,438	)
Net loss attributable to common stockholders	$	(239,348	)	$	2,257		$	(237,091	)	$	2,125		$	(234,966	)

Basic and Diluted Loss Per Common Share:
Net loss per share attributable to common stockholders — Basic	$	(1.71	)										$	(1.68	)
Net loss per share attributable to common stockholders — Diluted	$	(1.71	)										$	(1.68	)
Weighted average common shares outstanding:
Basic		142,584,332												142,584,332
Diluted		142,584,332												142,584,332

GLOBAL NET LEASE, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

(In thousands, except share and per share amounts)

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 59 properties sold in the First Closing for the year ended December 31, 2024, as presented in the Company’s Unaudited Pro Forma Consolidated Financial Statements filed as Exhibit 99.2 to its Current Report on Form 8-K filed on March 28, 2025.

(C) Represents transaction adjustments related to the First Closing as presented in the Company’s Unaudited Pro Forma Consolidated Financial Statements filed as Exhibit 99.2 to its Current Report on Form 8-K filed on March 28, 2025.

(D) Represents the removal of the historical consolidated statement of operations activity, as well as interest expense, for the 28 properties sold in the Second Closing for the year ended December 31, 2024.

(E) Represents the estimated gain on disposition, calculated as the final contract sale price (approximately $382.6 million) less the net book value of the assets sold (excluding debt assumed by RCG) in the Second Closing as of March 31, 2025 to approximate the net book value as of the Second Closing (approximately $336.8 million).

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, 2023.

(B) Represents the removal of the historical consolidated statement of operations activity for the 59 properties sold in the First Closing for the year ended December 31, 2023 as presented in the Company’s Unaudited Pro Forma Consolidated Financial Statements filed as Exhibit 99.2 to its Current Report on Form 8-K filed on March 28, 2025.

(C) Represents the removal of the historical consolidated statement of operations activity, as well as interest expense, for the 28 properties sold in the Second Closing for the year ended December 31, 2023.