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:
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).
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. ¨
On August 6, 2026, Global
Net Lease, Inc. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter ended
June 30, 2026. A transcript of the pre-recorded portion of the conference call is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. As previously disclosed, a replay of the entire conference call is available through November 6, 2026 by telephone as follows:
The information set forth in this 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.
(d) Exhibits.
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.
Exhibit 99.1
Operator
Good morning and welcome to Global Net Lease, Inc.’s
(“GNL” or the “Company”) second quarter 2026 Earnings Call. [Operator Instructions]. I would now like to turn
the call over to Jordyn Schoenfeld, Vice President at Global Net Lease. Please go ahead.
Jordyn Schoenfeld
Thank you. Good morning, everyone, and thank you
for joining us for GNL's second quarter 2026 earnings call. Joining me today on the call is Michael Weil, GNL’s Chief Executive
Officer, and Chris Masterson, GNL’s Chief Financial Officer.
The following information contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please review the forward-looking and cautionary
statements section at the end of our second quarter 2026 earnings release for various factors that could cause actual results to differ
materially from forward-looking statements made during our call today. As stated in our SEC filings, GNL disclaims any intent or obligation
to update or revise these forward-looking statements except as required by law. Also, during today's call, we will discuss certain non-GAAP
financial measures, which we believe can be useful in evaluating the Company's financial performance. Descriptions of those non-GAAP financial
measures that we use, such as AFFO and Adjusted EBITDA, and reconciliations of these measures to our results as reported in accordance
with GAAP are detailed in our earnings release and supplemental materials.
I'll now turn the call over to our Chief Executive
Officer, Michael Weil. Mike?
Mike Weil
Thanks, Jordyn. Good morning and thank you all
for joining us today.
Over the past several years, we've been clear
about the strategy we're executing and, more importantly, our commitment to delivering on it. Our second quarter results reflect another
period of disciplined execution, with meaningful progress across the initiatives that continue to strengthen GNL and position the Company
for its next stage of evolution.
Perhaps the best example of that progress is the
proposed acquisition of Modiv. Modiv shareholder voting is currently underway, and we anticipate closing the Modiv transaction in mid-August 2026,
shortly after their special meeting and shareholder vote on August 10, 2026.
We believe the strategic rationale for the transaction
remains as compelling today as when it was first announced. Modiv's high-quality industrial portfolio features a weighted average remaining
lease term of 15.0 years and benefits from 2.4% annual contractual rent escalations, supported by a diversified, creditworthy tenant base
that aligns well with GNL's investment strategy. Upon closing, the transaction is expected to extend our portfolio weighted average lease
term to 6.6 years and increase our industrial exposure to account for approximately 50% of total straight-line rent, further improving
the overall quality and resilience of our real estate portfolio. We also expect the transaction to be approximately 4% accretive to AFFO
per share while remaining leverage neutral, allowing us to improve earnings, strengthen the durability of our cash flows, and maintain
the strength and flexibility of our balance sheet.
While the proposed acquisition of Modiv has been
an important focus, it has by no means been our only priority. During the second quarter of 2026, our disciplined capital recycling strategy
gained further momentum as we selectively monetized non-core assets, demonstrating the value of our office assets while continuing to
reduce office exposure and strengthen the overall composition of our portfolio. Through July 31, 2026,
we have a closed and pending disposition pipeline totaling $263 million, including $145 million of closed dispositions at a
weighted average cash cap rate of 7.6% on occupied assets, with approximately 78% of the total disposition volume consisting of office
assets.
One transaction illustrates the thoughtful approach
we are taking to reduce our office exposure. As previously disclosed, we remain under contract to sell our 133,000-square-foot KPN office
property in the Netherlands for approximately $18 million. The property is under a signed purchase and sale agreement, with closing scheduled
to coincide with the lease expiration in December 2026. We have received a non-refundable deposit from the proposed buyer and expect
to continue collecting the full contractual rental income until closing. We also have additional office assets under advanced negotiations
to sell, with transactions following a similar strategy and closings expected to occur upon lease expirations, allowing us to realize
the remaining contractual rental cash flows while avoiding the leasing costs, capital expenditures, and occupancy risk associated with
taking back vacant office assets. We look forward to providing updates as those transactions advance.
In addition to these transactions, we completed
the sale of our 33,000-square-foot office property leased to the U.S. General Services Administration for $13 million and our 369,000-square-foot
office property leased to GE Aviation for $48 million, both at a 7.2% cash cap rate following 20-year and 10-year lease extensions, respectively.
Collectively, these transactions reflect our ability to proactively monetize office assets at attractive valuations while continuing to
reduce our office exposure and improve the overall quality of our portfolio. We remain encouraged by the level of demand we are seeing
and believe we are well-positioned to execute on our remaining planned office dispositions.
Upon completion of these planned dispositions,
we expect office to represent approximately 21% of straight-line rent, marking another meaningful step in repositioning the portfolio.
Equally important, these dispositions support our long-term objective of continuing to reduce leverage while creating additional capacity
to reinvest in high-quality single-tenant industrial and retail assets.
While reducing our office exposure remains a key
priority, our capital recycling strategy extends beyond that. We plan to continue to opportunistically monetize non-core assets where
pricing is attractive and thoughtfully allocate that capital between reducing leverage and investing in opportunities that further enhance
the quality of our portfolio and the long-term durability of our earnings.
Consistent with that approach, we completed the
acquisition of an approximately 100,000-square-foot single-tenant industrial property in Mississippi leased to Federal Express for approximately
$14 million at an 8.2% going-in cash cap rate. The property is leased through 2031, and we are already engaged in discussions with FedEx
regarding a long-term lease extension.
The attractive spread between the cap rates we
are achieving on dispositions and those available on acquisitions, such as FedEx, highlights the value creation potential of our capital
recycling strategy. Going forward, we intend to remain focused on selectively investing in high-quality single-tenant industrial and retail
assets that further strengthen our portfolio.
We also believe the investment backdrop for publicly
traded REITs continues to improve. Recent research and commentary from firms including Morgan Stanley, UBS, J.P. Morgan, BlackRock, PIMCO,
and Heitman point to a common set of themes: improving capital markets liquidity, recovering transaction activity, attractive relative
valuations, and growing opportunities for well-capitalized REITs with disciplined capital allocation. We believe the progress we've made
strengthening our portfolio, improving our credit profile, establishing an investment-grade balance sheet, and actively recycling capital
into higher-quality assets positions GNL well to take advantage of this environment.
In addition to our capital recycling strategy,
we continue to evaluate the most effective uses of our disposition proceeds, including opportunistic share repurchases. Since the beginning
of our share repurchase program through July 31, 2026, we have repurchased 20.9 million shares at a weighted average price of
$8.11, totaling $169.7 million. While the pending Modiv transaction has limited our ability to repurchase shares this quarter, our
view on the value of opportunistic buybacks has not changed and we remain disciplined in balancing share repurchases with our priorities
of reducing leverage and reinvesting in higher-quality assets.
Turning to our portfolio, at the end of the second
quarter of 2026, we owned 798 properties totaling 40 million rentable square feet. Our portfolio occupancy remained steady at 97%, with
a weighted average remaining lease term of 5.7 years. Specifically, our office occupancy increased to 99% from 95% in the second quarter
of 2025, primarily driven by the disposition of a $45 million vacant office property during the first quarter of 2026, which also eliminated
over $1 million of annualized negative NOI drag. Our office portfolio continues to perform well, supported by 100% rent collection and
the highest proportion of investment-grade tenants within our portfolio.
GNL's portfolio features a stable tenant base
and high quality of earnings, with an industry-leading 63% of tenants carrying an investment-grade or implied investment-grade rating,
up from 60% in the second quarter of 2025. Our average annual contractual rental increase is 1.4%, excluding the impact of 20.3% of the
portfolio with CPI-linked leases that have historically experienced significantly higher rental increases.
On the leasing front, we once again delivered
strong leasing results across the portfolio, reflecting the quality of our asset management capabilities and tenant relationships. We
achieved renewal spreads of approximately 5.6% above expiring rents on more than 357,000 square feet, with a weighted average lease term
of 8.4 years.
Highlights from this quarter included nearly 76,000
square feet of renewals with Dollar General at a 7.4% renewal spread, over 147,000 square feet with FedEx Freight at a 4.6% renewal spread,
and over 100,000 square feet with FedEx at a 9.1% renewal spread.
These results reflect our disciplined, proactive
approach to lease management. By engaging with tenants well in advance of lease expirations, we continue to drive strong retention, preserve
high occupancy levels, and capture rental growth, all while maintaining our long-term focus on portfolio stability and cash flow durability.
Our continued efforts to limit exposure to high-risk
geographies, asset types, tenants, and industries reflect our intentional diversification strategy and disciplined credit underwriting.
No single tenant accounts for more than 6% of total straight-line rent, and our top 10 tenants collectively contribute only 29% of total
straight-line rent, with 80% being investment-grade. 48% of our portfolio's straight-line rent is derived from publicly traded tenants
or is backed by a publicly traded guarantor, providing greater transparency into the financial profile of a substantial portion of our
portfolio. We carefully monitor all tenants in our portfolio and their business operations on a regular basis. I encourage everyone to
review the details of each segment of our portfolio in our second quarter 2026 Investor Presentation on our website.
Before concluding, I'd like to briefly address
my separation from Bellevue Capital partnership, which was publicly disclosed last month. As part of that separation, I will receive
2.2 million GNL shares from Bellevue, increasing my ownership to approximately 2.9 million shares. This significant ownership position
underscores my confidence in GNL's future, the quality of the platform we've built, and the strategy we're executing. I remain fully committed
to building on that momentum and creating long-term value for our shareholders.
I'll turn the call over to Chris to walk through
the financial results and balance sheet matters in more detail. Chris?
Chris Masterson
Thanks, Mike. Please note that, as always, a reconciliation
of GAAP net income to non-GAAP measures can be found in our earnings release, which is posted on our website.
For the second quarter of 2026, we recorded revenue
of $112.5 million, and a net loss attributable to common stockholders of $7.5 million. AFFO was $45.7 million or $0.22 per share, an increase
from $0.21 in the first quarter of 2026.
Looking at our balance sheet, the gross outstanding
debt balance was $2.5 billion at the end of the second quarter of 2026, a reduction of $621 million from the end of the second quarter
of 2025. Our debt is comprised of $1.0 billion in senior notes, $473 million on the multi-currency Revolving Credit Facility and $1.0
billion of outstanding gross mortgage debt. As of the end of the second quarter of 2026, 92% of our debt is tied to fixed rates or debt
that is swapped to fixed rates. Our weighted average interest rate stood at 4.1%, down from 4.3% in the second quarter of 2025, and our
interest coverage ratio was 3.2x.
At the end of the second quarter of 2026, our
Net Debt to Adjusted EBITDA ratio improved to 6.6x based on Net Debt of $2.3 billion, compared to 7.2x at the end of the first quarter
of 2026.
We also continued to realize the benefits of our
streamlined operating platform, with recurring capital expenditures declining significantly to $3.4 million in the first half of
2026 from $19.6 million in the first half of 2025. This meaningful reduction in capital requirements further strengthens our cash flow
profile and financial flexibility.
As of June 30, 2026, we had liquidity of
approximately $919 million and $1.3 billion of capacity on our Revolving Credit Facility, compared to $790 million and
$1.2 billion, respectively, as of the end of the second quarter of 2025. We had approximately 211 million shares of common stock
outstanding, and approximately 211 million shares outstanding on a weighted average basis for the second quarter of 2026. Since launching
our share repurchase program in 2025 and through July 31, 2026, we have repurchased 20.9 million shares for a total of $169.7 million.
This includes approximately 1.2 million shares repurchased in the second quarter of 2026 for $11.1 million at a weighted average price
of $9.10. Since inception, total repurchases under this program have been executed at a weighted average price of $8.11, a meaningful
discount to the current share price. We believe this program has been a highly accretive use of capital and has generated tangible value
for our shareholders.
Turning to our outlook for 2026, we are raising
our full-year AFFO per share guidance from $0.80 to $0.84 to a new range of $0.82 to $0.85, and increasing our gross transaction volume
guidance from $250 million to $350 million to a new range of $700 million to $800 million. We also reaffirm our stated Net Debt to Adjusted
EBITDA range of 6.5x to 6.9x. Our updated guidance reflects the anticipated acquisition of Modiv, based on our high degree of confidence
that the transaction will close in mid-August 2026. It is important to note that this revised guidance includes only approximately
one and a half quarters of expected contribution from the accretive Modiv acquisition during 2026. Our reaffirmed leverage guidance reflects
the transaction's expected leverage-neutral structure, which remains fully consistent with our disciplined balance sheet strategy.
I'll now turn the call back to Mike for some closing
remarks.
Mike Weil
Thanks, Chris.
As we approach the third anniversary of our internalization,
it's clear how much GNL has evolved. Our objective has been to build a stronger, more resilient company capable of delivering reliable,
durable returns for shareholders, and I believe the progress we've made speaks for itself. Over that time, we have simplified our portfolio,
materially reduced leverage, strengthened liquidity, improved our credit profile, and established an investment-grade balance sheet. The
expected acquisition of Modiv is a natural extension of that strategy, further strengthening our portfolio and enhancing the durability
of our earnings.
Today, we're proud to offer shareholders an attractive
dividend supported by high-quality earnings from a predominantly investment-grade tenant roster. We believe the repositioning of our portfolio
over the past two years has created a meaningfully stronger GNL. As we enter this next chapter, we remain committed to building on that
foundation and delivering long-term value for our shareholders.
We’re available to answer any questions
you may have after the call.
Operator, please open the line for questions.
Question-and-Answer Session
Operator
[Operator Instructions].
