Form 8-K

8-K — Global Net Lease, Inc.

Accession: 0001104659-26-057164

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001526113

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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EX-99.1 — EXHIBIT 99.1 (tm2613446d3_ex99-1.htm)

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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):

May 7, 2026

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

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 7.01 Regulation FD Disclosure.

Earnings Call Script

On May 7, 2026, Global

Net Lease, Inc. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter ended

March 31, 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 August 7, 2026 by telephone as follows:

Domestic Dial-In (Toll Free): 1-844-512-2921

International Dial-In: 1-412-317-6671

Conference Replay Number: 13759488

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.

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, including the Modiv transaction, or disposition 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.

(d) Exhibits.

Exhibit

Number

Description

99.1

Transcript.

104

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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: May 7, 2026

By:

/s/ Edward M. Weil, Jr.

Name:

Edward M. Weil, Jr.

Title:

Chief Executive Officer and President (Principal Executive Officer)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613446d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

Operator

Good morning and welcome to Global Net Lease, Inc.’s

(“GNL” or the “Company”) first 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 first 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 first 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.

Before we review our first quarter 2026 results, I'd

like to discuss our planned strategic acquisition of Modiv Industrial, which we announced earlier this week.

This transaction is a direct reflection of the

strategy we outlined on our last earnings call, and the tangible progress we have already made towards implementing it. Following a transformational

year for GNL in 2025, when we took deliberate actions to significantly reduce leverage, strengthen our credit profile, and improve the

overall quality of our portfolio, we are now positioned to focus on the disciplined recycling of capital into high quality industrial

and retail assets. This includes pursuing selective and opportunistic asset sales, particularly those that reduce our office exposure,

while redeploying proceeds accretively into single-tenant industrial and retail investments.

The Modiv transaction would do just that, as we

believe the closing of the transaction will advance the durability and quality of our earnings profile by adding a high-quality portfolio

of industrial net lease assets across the United States, supported by long-duration leases and creditworthy tenants that align well with

our investment criteria.

The transaction is expected to be immediately

accretive, with approximately 4% accretion to AFFO per share, including meaningful cost synergies through the elimination of duplicative

G&A. Importantly, the transaction is structured as an all-stock acquisition with a fixed exchange ratio of 1.975, to lock in the 4%

accretion, making it leverage neutral and requiring no new external capital. We believe this structure will preserve the balance sheet

strength we have established, while allowing us to maintain meaningful flexibility to pursue future strategic growth opportunities.

Modiv’s long-duration leases have a weighted-average

term of 15.0 years, include 2.4% annual rent escalations, and are supported by a well-recognized tenant base of leading global brands,

with approximately 45% of annual base rent derived from investment-grade or implied investment-grade tenants. On a pro-forma basis, the

acquisition is expected to extend our weighted average lease term from 5.9 to 6.7 years, increase our industrial exposure from 47% to

50%, and reduce our office concentration from 26% to 24% – which will collectively strengthen our portfolio mix, expanding our geographic

reach across key U.S. industrial markets, and enhancing the overall stability of our combined platform.

We're very excited about this transaction, which

we expect to close in the third quarter of this year.

In addition to the Modiv transaction, we're actively

engaged in other transaction activity consistent with our corporate strategy. Reflecting the mission-critical nature of our office portfolio,

we're under contract to sell a 33,000-square-foot office building leased to the General Services Administration for $13 million at a 7.2%

cash cap rate, with closing expected in the second quarter of 2026. Beyond this transaction, we currently have additional office properties

in our portfolio that we believe may present a similar disposition opportunity going forward as we continue to focus on lowering our office

exposure. At the same time, we are under contract to acquire an approximate 100,000-square-foot single-tenant industrial asset occupied

by a Fortune 50 investment-grade tenant for $14 million at an 8.2% cash cap rate, which would further demonstrate our ability to prudently

execute our accretive recycling strategy into higher-quality assets that we believe will generate more compelling risk-adjusted returns.

The asset features a 2031 lease maturity, and we believe our long-standing relationship with the tenant will be advantageous as we are

already in simultaneous discussions regarding an early long-term lease extension.

We are actively negotiating the sale of additional

office assets and look forward to providing updates as transactions advance. Our pipeline of redeployment opportunities continues to grow,

and we believe we're well-positioned to execute on a leverage-neutral basis in a way that drives earnings growth while preserving the

balance sheet quality we've established. Our acquisition approach remains disciplined and highly selective, focused on high-quality, income-generating

assets that align with our long-term strategy.

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 May 1, 2026, we have repurchased 19.7 million shares at a weighted average price of

$8.05, totaling $158.2 million. We have been deliberate and opportunistic in how we've executed this program, and we remain disciplined

in balancing these repurchases with our continued focus on leverage reduction and the redeployment of capital into higher-quality assets.

Turning to our portfolio, at the end of the first

quarter of 2026, we owned 809 properties totaling 40 million rentable square feet. Our portfolio was 97% occupied, an increase from 95%

in the first quarter of 2025, with a weighted average remaining lease term of 5.9 years. Specifically, our office occupancy increased

to 99% from 95% in the first quarter of 2025, primarily driven by the disposition of a $45 million vacant office property, which also

eliminates 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 64% of tenants carrying an investment-grade or implied investment-grade rating,

up from 60% in the first quarter of 2025. Our average annual contractual rental increase is 1.5%, excluding the impact of 20.1% of the

portfolio with CPI-linked leases that have historically experienced significantly higher rental increases.

On the leasing front, we delivered strong results

across the portfolio during the first quarter, reflecting the quality of our asset management capabilities and tenant relationships. We

executed leases on more than 141,000 square feet and achieved renewal spreads of approximately 5.1% above expiring rents. Notable activity

included several renewals with nationally recognized retail tenants such as Dollar General and Tractor Supply, as well as the renewal

of a 58,000-square-foot FedEx distribution facility at an approximate 9% renewal spread. We continue to engage with tenants well in advance

of lease expirations to drive occupancy, retention, and rental growth, while maintaining a long-term focus on portfolio stability.

As we continue advancing our approach to asset

management, we have meaningfully enhanced our data and technology capabilities, improving how we engage with tenants and evaluate opportunities,

and ultimately the outcomes we deliver across the portfolio. We've been leveraging artificial intelligence to enhance our decision-making

on both the leasing and transaction front. Specifically, we're now able to rapidly analyze foot traffic patterns and performance analytics

for our tenants – intelligence that directly informs our renewal negotiations and strengthens our underwriting when evaluating prospective

transactions. This data-driven approach allows us to engage tenants from a more informed position, and we believe it is an increasingly

meaningful contributor to our ability to drive favorable lease economics across the portfolio and secure advantageous terms on transactions.

Perhaps most importantly, we believe it will also give us the ability to seamlessly absorb the Modiv portfolio, and its approximately

$535 million of new assets, without any increase in headcount.

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. 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 first quarter of 2026 Investor Presentation

on our website.

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 first quarter of 2026, we recorded revenue

of $109.3 million, and a net loss attributable to common stockholders of $16.0 million. AFFO was $43.9 million or $0.21 per share.

Following the successful repositioning of our

portfolio over the past several quarters, including the $1.8 billion Multi-Tenant Retail Portfolio sale, we have reduced annualized G&A

expense by 25% year-over-year to $49 million from $65 million in the first quarter of 2025, driven by operational efficiencies. Additionally,

capital expenditures declined to $1.6 million from $9.8 million in the first quarter of 2025, supporting improved cash flow through a

more streamlined portfolio.

Looking at our balance sheet, the gross outstanding

debt balance was $2.6 billion at the end of the first quarter of 2026, a reduction of $1.3 billion from the end of the first quarter of

2025. Our debt is comprised of $1.0 billion in senior notes, $290 million on the multi-currency Revolving Credit Facility and $1.3 billion

of outstanding gross mortgage debt. As of the end of the first quarter of 2026, 99% 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 4.2% in first quarter 2025, and our interest coverage

ratio was 3.0x.

At the end of the first quarter of 2026, our Net

Debt to Adjusted EBITDA ratio was 7.2x based on Net Debt of $2.4 billion, compared to 6.7x at the end of first quarter of 2025. While

the ratio this quarter was higher than at the end of the first quarter of 2025 due to timing of dispositions, we are confident that we

will remain within our stated Net Debt to Adjusted EBITDA 2026 guidance range of 6.5x to 6.9x.

As of March 31, 2026, we had liquidity of

approximately $911 million and $1.5 billion of capacity on our Revolving Credit Facility, compared to $499 million and $1.4 billion,

respectively, as of the end of first quarter of 2025. Additionally, we had approximately 212 million shares of common stock outstanding,

and approximately 214 million shares outstanding on a weighted average basis for the first quarter of 2026. Since launching our share

repurchase program in 2025 and through May 1, 2026, we have repurchased 19.7 million shares for a total of $158.2 million.

This includes approximately 4.2 million shares repurchased in the first quarter of 2026 for $38.4 million at a weighted average price

of $9.07. Since inception, total repurchases under this program have been executed at a weighted average price of $8.05, a meaningful

discount to the current share price, which has appreciated approximately 18% since those purchases were made. 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 confident

in our performance and re-affirm our full year AFFO per share guidance of $0.80 to $0.84. We also reaffirm our stated Net Debt to Adjusted

EBITDA range of 6.5x to 6.9x. This guidance excludes the anticipated benefit from the Modiv transaction, which we plan to address and

update upon closing; although we believe it is worth emphasizing that the acquisition is structured to be leverage neutral within our

2026 Net Debt to Adjusted EBITDA guidance range of 6.5x to 6.9x.

I'll now turn the call back to Mike for some closing

remarks.

Mike Weil

Thanks, Chris.

As we begin this next phase of GNL's evolution,

we do so from a position of strength, focused on strategically reducing our office exposure while redeploying capital into higher-quality,

higher-yielding assets. The foundation we built in 2025, a stronger balance sheet, an improved credit profile, and a more focused portfolio,

gives us flexibility and confidence to execute this strategy on our own terms, remaining patient and selective as we identify the right

opportunities. We won't rush to deploy capital for the sake of it – we will be thorough, diligent, and highly selective, pursuing

only those opportunities that we believe genuinely enhance the quality and earnings of our portfolio. We expect this capital recycling

activity to be a meaningful contributor to earnings growth over the course of 2026 and beyond.

The Modiv transaction is a tangible demonstration

of that approach. We identified a high-quality portfolio of industrial net lease assets that we believe will enhance the earnings power

and long-term durability of our platform, and we structured a transaction that is expected to be immediately accretive, leverage neutral,

and requires no external capital. We look forward to building on the strong foundation Modiv has established as part of the combined GNL

platform.

Before taking your questions, I’d like

to note that, subsequent to the first quarter, two members of our Board, Sue Perrotty and Governor Rendell, announced their intention

to retire following the 2026 Annual Meeting of Stockholders. We thank Sue and the Governor for their years of dedicated service and meaningful

contributions to GNL, and remain confident that our Board’s composition is well calibrated to provide effective oversight and support

efficient decision-making.

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].

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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