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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 4, 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 1.01 Entry into a Material
Definitive Agreement.
On
November 7, 2025, in connection with the expiration of its universal shelf registration statement on Form S-3 (File No. 333-268150),
Global Net Lease, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to
the prospectus contained in the Company’s effective Registration Statement on Form S-3 (File No. 333-286918) to replace
the offering programs that were previously registered under the expired registration statement, which also were terminated as described
in Item 1.02 of this Current Report on Form 8-K below.
Entry into Equity
Sales Agreement and Master Forward Confirmations
On
November 7, 2025, the Company and Global Net Lease Operating Partnership, L.P. (the “Operating
Partnership”) entered into an ATM Equity Offering Sales Agreement (the “Equity
Sales Agreement”) with BofA Securities, Inc., BMO Capital Markets Corp., Citizens JMP Securities, LLC, KeyBanc
Capital Markets Inc., M&T Securities, Inc., Truist Securities, Inc., Huntington Securities, Inc., BTIG, LLC,
Colliers Securities LLC and Nomura Securities International, Inc. (acting through BTIG, LLC as agent), as sales agents (except
in the case of Nomura Securities International, Inc.), principals (except in the case of Nomura Securities
International, Inc.) and/or Forward Sellers (as defined below) (except in the case of BTIG, LLC, Colliers Securities LLC and
M&T Securities, Inc.) (in any such capacity, each an “Agent,” and, collectively, the “Agents”)
and the Forward Purchasers (as defined below). Pursuant to the Equity Sales Agreement, shares of the Company’s common stock,
$0.01 par value per share (the “Common Stock”), having an aggregate
gross sales price of up to $300.0 million (the “Shares”) may be offered
and sold from time to time. Pursuant to the terms of the Equity Sales Agreement, the Agents will act as the Company’s sales
agents or, when acting as forward sellers (except in the case of BTIG, LLC, Colliers Securities LLC and M&T
Securities, Inc.), as agents for the relevant Forward Purchaser, in connection with any offerings of Shares. The Company may
also sell Shares to an Agent as principal for its own account. The Agents party to the Equity Sales Agreement include banks that
recently participated in the August 2025 refinancing of the Company’s senior unsecured multi-currency revolving credit
facility.
The
Company also entered into separate master forward confirmations on November 7, 2025 (each a “Master Forward Confirmation”)
between the Company and each of Bank of America, N.A., Bank of Montreal, Citizens JMP Securities, LLC, Huntington Securities, Inc.,
KeyBanc Capital Markets Inc., Nomura Global Financial Products, Inc. and Truist Bank (in such capacity, each a “Forward
Purchaser” and, collectively, the “Forward Purchasers”).
The
sales, if any, of the Shares under the Equity Sales Agreement will be made in “at the market” offerings as defined in
Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), including sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, or
otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by
privately negotiated transactions (including block sales) or by any other methods permitted by applicable law.
The
Equity Sales Agreement contemplates that, in addition to the issuance and sale of the Shares through or to the Agents, the Company may
enter into one or more separate forward sale agreements pursuant to a Master Forward Confirmation and related supplemental confirmations.
If the Company enters into a forward sale agreement with any Forward Purchaser, it expects that such Forward Purchaser or one of its affiliates
will attempt to borrow from third parties and sell, through the relevant Agent, acting as sales agent for such Forward Purchaser (in such
capacity, a “Forward Seller”), shares of Common Stock to hedge such Forward Purchaser’s exposure under such forward
sale agreement. The Company will not initially receive any proceeds from any sale of borrowed shares of Common Stock through an Agent
as a Forward Seller.
The
Company currently expects to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one
or more dates specified by the Company on or prior to the maturity date of such forward sale agreement, in which case it expects to
receive aggregate net cash proceeds on each settlement date equal to the number of Shares underlying such forward sale agreement
that are being settled multiplied by the relevant forward sale price per share. However, subject to certain exceptions, the Company
may also elect, in its sole discretion, to cash settle or net share settle all or any portion of its obligations under any forward
sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any
proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of Common
Stock (in the case of net share settlement) to the relevant Forward Purchaser.
The
Agents are not required to sell any specific number or dollar amount of Common Stock, but each Agent will, subject to the terms and conditions
of the Equity Sales Agreement, use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable
laws and regulations, to sell the Shares designated by the Company and, in the case of shares of Common Stock offered through such Agent
as a Forward Seller, the relevant Forward Purchaser from time to time.
Each
Agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of shares
of Common Stock sold through it as the Company’s sales agent. In connection with each forward sale agreement, the Company will pay
the applicable Agent, as a Forward Seller, a commission, in the form of a reduction to the initial forward sale price under the related
forward sale agreement, at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the initial forward sale price.
The initial forward sale price is based on the gross sales price of the borrowed shares of Common Stock sold through such Agent, as Forward
Seller, during the applicable forward selling period for such shares, subject to certain adjustments during that period.
Under
the terms of the Equity Sales Agreement, the Company may also sell shares of Common Stock to one or more of the Agents as principal, at
a price to be agreed upon at the time of sale. If the Company sells shares of Common Stock to one or more of the Agents as principal,
it will enter into a separate terms agreement with such Agent or Agents, as the case may be. In any such sale to an Agent as principal,
the Company may agree to pay the applicable Agent a commission or underwriting discount that may exceed 2.0% of the gross sales price
per share of Common Stock sold to such Agent as principal.
The Equity
Sales Agreement contains customary representations, warranties and covenants of the Company and the Operating Partnership, and the Company
and the Operating Partnership have agreed to indemnify the Agents and the Forward Purchasers against certain liabilities, including liabilities
under the Securities Act.
The
Company intends to use the net proceeds from any sales of Shares or upon physical settlement of any forward sale agreement it may enter
into with any of the Forward Purchasers for general corporate purposes, including funding property acquisitions, repaying outstanding
indebtedness (including borrowings under the Company’s senior unsecured multi-currency revolving credit facility), and for working
capital.
A
copy of the opinion of Venable LLP relating to the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1.
A
copy of the Equity Sales Agreement, including the form of Master Forward Confirmation, is filed as Exhibit 1.1 to this Current Report
on Form 8-K, and the description of the material terms of the Equity Sales Agreement and the Master Forward Confirmation in this
Item 1.01 is qualified in its entirety by reference to the Equity Sales Agreement, including the form of Master Forward Confirmation,
which is incorporated herein by reference.
Item 1.02 Termination of a
Material Definitive Agreement.
Termination of February 2019 Equity Distribution Agreement
As previously disclosed,
the Company is a party to that certain Equity Distribution Agreement, dated as of February 28, 2019, as amended by Amendment
No. 1 to Equity Distribution Agreement, dated as of May 9, 2019, Amendment No. 2 to Equity Distribution Agreement, dated
as of June 21, 2019, Amendment No. 3 to Equity Distribution Agreement, dated as of November 12, 2019, Amendment No. 4
to Equity Distribution Agreement, dated as of March 19, 2021, Amendment No. 5 to Equity Distribution Agreement, dated as of
November 5, 2021, Amendment No. 6 to Equity Distribution Agreement, dated as of February 25, 2022, Amendment No. 7
to Equity Distribution Agreement, dated as of August 5, 2022, Amendment No. 8 to Equity Distribution Agreement, dated as of
November 4, 2022, and Amendment No. 9 to Equity Distribution Agreement, dated as of November 9, 2023 (the “February 2019
Equity Distribution Agreement”), by and among the Company and the Operating Partnership, on the one hand, and BMO Capital Markets
Corp., KeyBanc Capital Markets Inc., B. Riley Securities, Inc., Capital One Securities, Inc., Citizens JMP Securities, LLC,
SMBC Nikko Securities America, Inc., Truist Securities, Inc., Huntington Securities, Inc., Mizuho Securities USA LLC, Barclays
Capital Inc., SG Americas Securities, LLC, Ladenburg Thalmann & Co. Inc., UBS Securities LLC and Synovus Securities, Inc.,
relating to the Company’s “at-the-market” offering program providing for the issuance and sale, from time to time, of
its Common Stock having an aggregate offering price of up to $285.0 million.
On November 4,
2025, the Company terminated the February 2019 Equity Distribution Agreement effective as of such date in connection with the
expiration of its universal shelf registration statement on Form S-3 (File No. 333-268150), which registered shares of Common Stock
that the Company may have issued and sold pursuant to the February 2019 Equity Distribution Agreement. The Company is not
subject to any termination penalties related to the termination of the February 2019 Equity Distribution Agreement. Following
the termination, no further offers or sales of Common Stock will be made under the February 2019 Equity Distribution
Agreement.
Termination of December 2019 Equity Distribution Agreement
As
previously disclosed, the Company is a party to that certain Equity Distribution Agreement, dated as of December 13, 2019,
as amended by Amendment No. 1 to Equity Distribution Agreement, dated as of August 6, 2021, and Amendment No. 2 to Equity
Distribution Agreement, dated as of November 4, 2022 (the “December 2019 Equity Distribution Agreement”),
by and among the Company and the Operating Partnership, on the one hand, and BMO Capital Markets Corp., B. Riley Securities, Inc.,
KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc. and Barclays Capital Inc. relating to the Company’s “at-the-market”
offering program providing for the issuance and sale, from time to time, of its Company’s 6.875% Series B Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”) having an aggregate offering price
of up to $170.0 million.
On November 4,
2025, the Company terminated the December 2019 Equity Distribution Agreement effective as of such date in connection with the
expiration of its universal shelf registration statement on Form S-3 (File No. 333-268150), which registered shares of Series B Preferred Stock that the Company may have issued and sold pursuant to the
December 2019 Equity Distribution Agreement. The Company is not subject to any termination penalties related to the termination
of the December 2019 Equity Distribution Agreement. Following the termination, no further offers or sales of Series B
Preferred Stock will be made under the December 2019 Equity Distribution Agreement.
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 |
| 1.1 |
|
ATM
Equity Offering Sales Agreement, dated November 7, 2025. |
| 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) |
