Global Medical REIT (NYSE: GMRE) completes 1-for-5 reverse stock split and cuts authorized shares

Rhea-AI Filing Summary

Global Medical REIT Inc. approved and implemented a one-for-five reverse stock split of its common stock. Effective as of 5:00 p.m. Eastern Time on September 19, 2025, every five shares of issued and outstanding common stock were converted into one share.

The reverse split temporarily changed the par value of common stock from $0.001 to $0.005 per share at the effective time, then immediately reverted it back to $0.001 per share. Authorized common shares were proportionately reduced from 500,000,000 to 100,000,000, while the 10,000,000 authorized preferred shares and their par value were unchanged.

The common stock will begin trading on a reverse split-adjusted basis on the NYSE on September 22, 2025, continuing under the symbol GMRE with a new CUSIP. Fractional share interests will be paid in cash based on the September 19, 2025 NYSE closing price, and all record holders are affected uniformly aside from minor changes from eliminating fractions. Equity plan share limits, outstanding awards, and related price-based performance metrics were adjusted proportionately.

Insights

Equity structure and REIT governance analyst

Global Medical REIT executes a 1-for-5 reverse split with proportional share and plan adjustments.

Global Medical REIT Inc. completed a one-for-five reverse stock split that consolidates existing common shares and reduces authorized common stock from 500,000,000 to 100,000,000. The company states the action affects all record holders uniformly aside from minor changes from removing fractional shares.

The move leaves the 10,000,000 authorized preferred shares and their par value unchanged, preserving the existing capital stack between common and preferred securities. Partnership units of the operating partnership and equity incentive plan elements, including outstanding awards and price-based performance metrics, were adjusted proportionately to keep economic terms aligned.

Common stock will trade on a split-adjusted basis on the NYSE beginning on September 22, 2025, under the GMRE symbol with a new CUSIP. Fractional shares are settled in cash using the September 19, 2025 NYSE closing price, so subsequent disclosures in company filings will provide the first look at the post-split share count and any resulting changes in trading dynamics.

8-K Event Classification

5 items: 3.03, 5.03, 7.01, 8.01, 9.01

5 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 18, 2025

Global Medical REIT Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-37815	46-4757266
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7373 Wisconsin Avenue, Suite 800

Bethesda, MD

20814

(Address of Principal Executive Offices)

(Zip Code)

(202) 524-6851

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 Symbols:		Name of each exchange on which registered:
Common Stock, par value $0.001 per share		GMRE		NYSE
Series A Preferred Stock, par value $0.001 per share		GMRE PrA		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.03 Material Modification to Rights of Security Holders.

On September 18, 2025, in connection with the previously announced one-for-five reverse stock split (the “Reverse Stock Split”) of shares of common stock, par value $0.001 per share (the “Common Stock”), of Global Medical REIT Inc. (the “Company”), the Company filed Articles of Amendment to its charter (the “Amendment”) with the Maryland State Department of Assessments and Taxation. The Amendment, effective as of 5:00 p.m. Eastern Time on September 19, 2025 (the “Effective Time”), converted every five shares of the issued and outstanding Common Stock into one share of common stock of the Company, par value $0.005 per share. The Reverse Stock Split also effected a proportionate reduction in the Company’s authorized shares of Common Stock from 500,000,000 shares to 100,000,000. The Common Stock will begin trading on a reverse split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the opening of trading on September 22, 2025. The Common Stock will continue trading on the NYSE under the symbol “GMRE” with a new CUSIP number (37954A 303).

As of the Effective Time, a corresponding adjustment was made to the outstanding partnership units of the Company’s operating partnership, Global Medical REIT L.P. Effective immediately after the Effective Time, the Amendment reverted the par value of the Common Stock to $0.001 per share. The Reverse Stock Split did not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred stock of 10,000,000 shares remained unchanged. Additionally, the Reverse Stock Split did not affect the par value of the preferred stock.

Pursuant to the Amendment, any fraction of a share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, calculated according to the per share closing price of the Common Stock as reported on the NYSE on September 19, 2025. The Reverse Stock Split affected all record holders of the Common Stock uniformly and did not affect any record holder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. Holders of Common Stock who hold in “street name” in their brokerage accounts do not have to take any action as a result of the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Holders of Common Stock who hold certificated shares will not be issued new share certificates reflecting the terms of the Reverse Stock Split; rather, all interests represented by paper certificates prior to the Reverse Stock Split will be automatically exchanged for shares of Common Stock held electronically in book-entry form with our transfer agent, Equiniti Trust Company (“Equiniti”). Stockholders of record will receive information from Equiniti regarding their stock ownership following the Reverse Stock Split and cash in lieu of fractional share payments, if applicable, within twenty days of the Effective Time.

The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth under Item 3.03 above is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On September 19, 2025, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information under Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

Adjustment to Equity Plan and Awards

As a result of the Reverse Stock Split, at the Effective Time, (i) the number of shares of Common Stock issuable under the 2016 Equity Incentive Plan of Global Medical REIT Inc., as amended (the “Plan”), (ii) any maximum number of shares of Common Stock with respect to which equity awards may be granted to any participant under the Plan, (iii) each equity award outstanding under the Plan at the Effective Time, and (iv) any performance metric related to the price per share of Common Stock applicable to any award outstanding at the Effective Time, were, in each case, adjusted proportionately to reflect the Reverse Stock Split.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.		Description
3.1		Articles of Amendment of the Company, effective as of September 19, 2025.
99.1		Press Release dated September 19, 2025
104		Cover Page Interactive Data File (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 Medical REIT Inc.
	By:	/s/ Jamie A. Barber
		Jamie A. Barber
		Secretary and General Counsel

Date: September 19, 2025

FAQ

What reverse stock split did Global Medical REIT Inc. (GMRE) implement?

Global Medical REIT Inc. implemented a one-for-five reverse stock split of its common stock. Every five issued and outstanding common shares were converted into one share, with proportional adjustments to related partnership units and equity plan awards to maintain equivalent economic interests for holders.

When does GMRE common stock begin trading on a reverse split-adjusted basis?

GMRE common stock begins trading on a reverse split-adjusted basis on the NYSE on September 22, 2025. The shares will continue to trade under the symbol GMRE, but with a new CUSIP number reflecting the completed one-for-five reverse stock split.

How did the reverse stock split affect GMRE’s authorized common and preferred shares?

The reverse stock split reduced authorized common shares from 500,000,000 to 100,000,000. Authorized preferred stock was not affected; 10,000,000 preferred shares and their par value remained unchanged, preserving the existing preferred equity authorization within the company’s capital structure.

How will Global Medical REIT (GMRE) handle fractional shares from the reverse split?

Any fractional common shares resulting from the reverse split will be settled in cash. The cash amount is calculated using the per-share closing price of GMRE common stock reported on the NYSE on September 19, 2025, the effective date reference for this calculation.

Did the GMRE reverse stock split change stockholders’ ownership percentages?

The reverse stock split was applied uniformly to all record holders, so ownership percentages were not materially changed. Only minor, de minimis differences may arise from eliminating fractional shares, which are instead paid in cash to affected stockholders.

How were GMRE’s equity incentive plan and awards adjusted for the reverse split?

At the effective time, the number of shares issuable under the 2016 Equity Incentive Plan, per-participant limits, all outstanding equity awards, and price-based performance metrics were adjusted proportionately. This preserves the intended economic value and performance hurdles after the one-for-five reverse split.

Do GMRE stockholders need to take action regarding certificates after the reverse split?

Holders in street name need not act; broker accounts will be automatically adjusted. Certificated holders will not receive new paper certificates, as all certificated interests convert to book-entry shares with the transfer agent, Equiniti, which will provide updated ownership information and any cash for fractional shares.