[8-K] Global Net Lease, Inc. Reports Material Event

Rhea-AI Filing Summary

Global Net Lease, Inc. filed a resale prospectus supplement tied to its effective Form S-3 to permit selling stockholders to resell shares of the company’s common stock from time to time. The company is not offering any shares in this action and stated it will not receive any proceeds from sales by the selling stockholders.

The filing replaces a prior 2023 resale prospectus supplement that was associated with an expired universal shelf. An opinion of counsel from Venable LLP regarding the resale shares was included as Exhibit 5.1.

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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): November 7, 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-PA		New York Stock Exchange
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		GNL-PB		New York Stock Exchange
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		GNL-PD		New York Stock Exchange
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		GNL-PE		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 8.01 Other Events.

Filing of Prospectus Supplement

On November 7, 2025, the Global Net Lease, Inc. (the “Company”) filed a prospectus supplement (the “Resale Prospectus Supplement”) to the prospectus contained in its effective Registration Statement on Form S-3 (File No. 333-286918) to register the resale, from time to time, of shares of the Company’s Common Stock held by the selling stockholders named therein (the “Resale Shares”), pursuant to the Registration Rights and Stockholders Agreement, dated as of September 12, 2023, by and among the Company and the other parties thereto, as amended.

The Company filed the Resale Prospectus Supplement to replace the prospectus supplement, previously filed by the Company on September 14, 2023, related to the Resale Shares under its expired universal shelf registration statement on Form S-3 (File No. 333-268150).

The Company is not offering for sale any Resale Shares, and the Company will not receive any proceeds from the sale of any Resale Shares by the selling stockholders from time to time pursuant to the Resale Prospectus Supplement.

A copy of the opinion of Venable LLP relating to the Resale Shares is attached to this Current Report on Form 8-K as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
5.1		Opinion of Venable LLP
23.1		Consent of Venable LLP (included in Exhibit 5.1 hereto).
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:	November 7, 2025	By:	/s/ Edward M. Weil, Jr.
		Name:	Edward M. Weil, Jr.
		Title:	Chief Executive Officer and President (Principal Executive Officer)

FAQ

What did GNL (GNL) announce?

GNL filed a resale prospectus supplement under its effective Form S-3 to cover resales of common stock by selling stockholders.

Is GNL selling any shares in this action?

No. The company is not offering any shares and will not receive proceeds from stockholder sales.

What does the new filing replace?

It replaces a prospectus supplement filed in September 2023 that related to an expired universal shelf registration.

Which securities are covered by the supplement?

Shares of GNL’s common stock held by selling stockholders for resale from time to time.

Did GNL include a legal opinion?

Yes. An opinion of Venable LLP regarding the resale shares was filed as Exhibit 5.1.

What exchanges are GNL’s securities listed on?

GNL’s common and preferred stock series are listed on the New York Stock Exchange.