Form 8-K

8-K — Global Net Lease, Inc.

Accession: 0001104659-26-123343

Filed: 2026-11-05

Period: 2026-11-05

CIK: 0001526113

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2628765d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628765d1_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):

November 5, 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

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 November 5, 2026,

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

ended September 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 February 5, 2027 by telephone

as follows:

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

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

Conference Replay Number: 13762538

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 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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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 5, 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: tm2628765d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Operator

Good morning and welcome to Global Net Lease,

Inc.’s (“GNL” or the “Company”) third 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 third 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 third 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.

Our focus remains on the performance of our portfolio

and executing on our stated priorities. We are pleased with the progress we have made through the first three quarters of 2026. This quarter

alone we have closed and fully integrated the Modiv Industrial acquisition, made further progress reducing our office exposure and directed

capital toward attractive share repurchase opportunities at an approximate 10% AFFO yield. Reflecting this continued execution, we are

raising the low end of our full-year AFFO per share guidance range.

That execution took place against a more challenging

macroeconomic backdrop. Uncertainty around the economic outlook, inflation and monetary policy, together with a sharp rise in the 10-year

Treasury yield, has placed pressure on valuations and the cost of capital for commercial real estate. In this environment, we remain focused

on what we can control: strengthening our portfolio, maintaining financial flexibility and allocating capital with discipline. We believe

our investment-grade balance sheet, strong liquidity and significant exposure to investment-grade tenants position us well to advance

our strategy without the need to raise additional debt or common equity, while our portfolio organically generates sufficient free cash

flow to fund our dividend. We continue to work diligently on renewals and lease extensions while pursuing opportunistic dispositions within

our office segment.

The Modiv acquisition, completed on August 12th,

marked a very significant step in our portfolio repositioning, following an extensive disposition initiative that transformed our business.

We have fully integrated the acquired properties into our operating platform, and the portfolio is performing well and contributing positively

to our results. We have also achieved the anticipated G&A synergies, absorbing the acquired portfolio without increasing G&A expense

in the third quarter, through the elimination of duplicative public company, personnel and third-party costs.

We have identified three to five non-core assets

within the acquired 40-property Modiv portfolio for potential disposition and are evaluating potential opportunities to monetize these

assets at attractive valuations. We estimate these potential sales could generate approximately $75 million to $100 million in gross proceeds,

supporting our broader capital allocation priorities, including reinvestment in high-quality industrial and retail properties and debt

reduction.

Across the broader portfolio, we further advanced

our capital recycling strategy through targeted dispositions, with a continued focus on reducing office exposure. Through October 30,

2026, our closed and disposition pipeline totaled $391 million, including $167 million of completed sales at a cash cap rate

of 7.7% on occupied assets. Office properties continue to represent the majority of our sale activity, accounting for approximately 68%

of total closed and pending disposition volume. Upon completion of these pending transactions, we expect total office exposure to decline

to approximately 18% of straight-line rent.

Our approach to reducing office exposure remains

disciplined, with pricing and opportunities to maximize value driving the pace of these sales. We tailor our strategy to each asset, including

extending lease terms ahead of a sale where feasible to enhance value and selectively selling the few vacant buildings in our portfolio

to eliminate carrying costs and negative NOI drag. When possible, we also structure sales to close upon lease expiration, capturing remaining

contractual rent while avoiding re-leasing costs, additional capital expenditures and vacancy risk.

Given current share price levels and the limited

number of compelling acquisition opportunities we are seeing, issuing common equity is not attractive at this time. Our liquidity and

ability to generate disposition proceeds mean we do not need to rely on equity issuances anywhere near current price levels. Instead,

we can selectively monetize assets and redeploy the net proceeds in an accretive manner. One example is the strong private buyer demand

for gas and convenience and car wash assets, supported by the tax benefits of bonus depreciation, which helps sustain attractive sale

pricing. We currently have 15 properties in these categories under contract for approximately $70 million at a cash cap rate of 6.5%.

Our broader exposure in these categories represents approximately 3% of portfolio straight line rent. While these assets continue to perform

well, they also provide a meaningful potential source of attractively priced capital beyond the transactions currently under contract.

Selective sales would allow us to reinvest in high-quality industrial and retail properties while continuing to improve and reposition

our portfolio. We will continue to make smart, strategic decisions that create long-term value for our shareholders.

On the acquisition front, we remain disciplined

in evaluating opportunities to reinvest in high-quality, single-tenant industrial and retail properties. Accretion to AFFO per share is

a prerequisite for any acquisition we pursue, alongside enhancing portfolio quality and remaining consistent with our leverage objectives.

We prioritize creditworthy tenants, embedded contractual rent growth and long-term leases that enhance the durability of our cash flows.

Our focus is on established income-producing assets, avoiding the additional uncertainty associated with repositioning properties or undertaking

long-term development projects. Higher funding costs have compressed investment spreads, and we have not yet seen acquisition cap rates

adjust to levels we believe adequately reflect the current debt financing environment. During the quarter, we evaluated several acquisition

opportunities but chose to pass where the spread between the going-in yield and the cost of debt was insufficient to justify the investment.

We believe continued progress on dispositions will generate additional capital to pursue acquisitions that meet our criteria as real estate

pricing adjusts, with each opportunity evaluated against share repurchases and debt reduction.

Since the inception of our share repurchase program

through October 30, 2026, we've repurchased 29.7 million shares for approximately $245.8 million at a weighted average price

of $8.28, representing an attractive AFFO yield of approximately 10% based on the midpoint of our full-year guidance. This includes 6.6

million shares for approximately $58.5 million in the third quarter of 2026. We will continue to evaluate repurchases opportunistically

while balancing our priorities of reducing leverage and selectively reinvesting in high-quality industrial and retail assets.

The recent rise in long-term rates has also underscored

the value of the financing decisions we made last year. Our investment-grade credit profile enabled us to refinance our Revolving Credit

Facility in August 2025 on improved terms, extending its maturity to August 2030, including extension options, and reducing the spread

by 35 basis points to its current level of 1.25%. Despite the rise in long-term Treasury yields, our existing borrowing costs have remained

essentially unchanged. SOFR, the benchmark underlying our U.S. dollar revolver borrowings, has increased by only 25 basis points, and

86% of our debt is fixed or swapped to fixed rates, substantially limiting the impact on our financing costs. We also have no debt maturities

until the fourth quarter of 2027, providing additional flexibility as we execute our capital allocation strategy.

Reducing leverage remains a core long-term capital

allocation priority and we intend to continue to redirect disposition net proceeds toward debt repayment. Maintaining our investment-grade

balance sheet and financial flexibility remains central to how we balance acquisitions, share repurchases and debt reduction.

Turning to our portfolio,

at the end of the third quarter of 2026, we owned 835 properties totaling 44 million rentable square feet. Our portfolio occupancy

is 96%, while weighted average remaining lease term increased to 6.3 years, up from 6.2 years in the third quarter of 2025 and 5.7 years

in the second quarter of 2026.

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 third quarter of 2025. Our average annual contractual rental increase is 1.5%, excluding the impact of 17.9% of the

portfolio with CPI-linked leases. When we factor in those leases using historical CPI data, the portfolio’s annual rental increase

is closer to 2%. More than 70% of our CPI-linked leases have uncapped escalations, providing additional rental growth potential in periods

of higher inflation.

On the leasing front, we once again delivered

strong results across the portfolio, reflecting the quality of our asset management capabilities and tenant relationships. We achieved

renewal spreads of approximately 4.9% above expiring rents on more than 840,000 square feet, with a weighted average lease term of 5.2

years.

Leasing highlights this quarter included a 10-year

extension with Refresco at our 170,000 square foot distribution facility in Missouri, converting the tenant’s five-year renewal

options into 10-years of committed term with 1.5% annual rent increases and securing approximately $5 million of incremental rent. We

also renewed four Dollar General locations totaling approximately 37,000 square feet at a renewal spread of approximately 8%.

These results reflect our disciplined, proactive

approach to asset 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 5% of total straight-line rent, and our top 10 tenants collectively contribute only 26% of total

straight-line rent, with 81% being investment-grade. 65% 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 third quarter 2026 Investor Presentation on our website.

I'll now 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 third quarter of 2026, we recorded revenue

of $112.9 million, and a net loss attributable to common stockholders of $67.1 million. AFFO was $48.3 million or $0.22 per share.

Looking at our balance sheet, the gross outstanding

debt balance was $2.9 billion at the end of the third quarter of 2026, a reduction of $178 million from the end of the third quarter of

2025, while Net Debt was $2.7 billion. Our debt is comprised of $1.0 billion in senior notes, $830 million on the multi-currency Revolving

Credit Facility and $1.0 billion of outstanding gross mortgage debt. As of the end of the third quarter of 2026, 86% 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 the third quarter

of 2025.

Because the Modiv acquisition closed in mid-August,

quarter-end debt reflects the full transaction while Adjusted EBITDA includes only a partial quarter of earnings from the acquired portfolio,

resulting in a temporary increase in reported leverage. Our fourth quarter 2026 results will include a full quarter of Modiv’s earnings,

providing a more representative measure of leverage. Our 2026 Net Debt to Adjusted EBITDA guidance range remains unchanged, consistent

with our expectation that the transaction will be leverage neutral.

We also continued to realize the benefits of our

streamlined operating platform, with recurring capital expenditures declining significantly to $5.7 million through three quarters

of 2026 from $26.2 million in the same period in 2025. This meaningful reduction in capital requirements further strengthens our cash

flow profile and financial flexibility.

As of September 30, 2026, we had liquidity

of approximately $863 million and $1.0 billion of capacity on our Revolving Credit Facility. We had approximately 225 million

shares of common stock outstanding, and approximately 221 million shares outstanding on a weighted average basis for the third quarter

of 2026. Since launching our share repurchase program in 2025 and through October 30, 2026, we have repurchased 29.7 million

shares for a total of $245.8 million. This includes approximately 6.6 million shares repurchased in the third quarter of 2026 for $58.5

million. Since inception, total repurchases under this program have been executed at a weighted average price of $8.28, representing an

AFFO yield of approximately 10% based on the midpoint of our full-year guidance. 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

the low end of our full-year AFFO per share guidance from $0.82 to $0.83, resulting in a revised range of $0.83 to $0.85, and increasing

the low end of our gross transaction volume guidance from $700 million to $750 million, resulting in a revised range of $750 million to

$800 million. We also reaffirm our 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.

I’ll close

with some thoughts on the rate environment ahead. We don't control the direction of interest rates, and we will not build our strategy

around predicting them. What we can control is how GNL allocates capital effectively across different rate environments. Our liquidity

and investment-grade balance sheet give us the flexibility to remain patient, pursue attractive opportunities and maintain discipline.

Together with our ability to generate capital through dispositions, this allows us to execute our strategy without the need to issue common

equity in this market. The third quarter demonstrated that flexibility. When repurchasing our shares offered a better return than the

acquisition market, we bought them, repurchasing 6.6 million shares at an AFFO yield of approximately 10%. When office assets could be

sold at attractive pricing, we sold them, completing $123 million of office dispositions through September 30, 2026 at a 7.5% cash cap

rate on occupied assets and bringing office exposure to 23% of straight-line rent. When acquisition pricing did not meet our return

requirements, we remained patient, preserving capital for more attractive opportunities. And in the middle of all of that, we closed and

integrated the Modiv acquisition and raised the low end of our full-year AFFO per share guidance range. The work we have done over the

past three years has given us the flexibility to make these decisions while maintaining financial discipline.

Looking ahead, we expect to maintain that approach:

a steady reduction in office exposure, selective reinvestment in industrial and retail properties when the returns justify it, and a continued

focus on bringing leverage down over time. Stepping back, I think it is worth stating plainly what GNL offers today. We have an investment-grade

balance sheet, a dividend yield exceeding what the 10-year Treasury can offer, no debt maturities until the fourth quarter of 2027, and

a diversified portfolio of more than 800 properties with what we believe is the highest proportion of investment-grade tenants among our

net lease peers. We believe these attributes, together with our disciplined approach to capital allocation, continue to make GNL a compelling

investment.

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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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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

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-Name Exchange Act

-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection b-2

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Local phone number for entity.

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No definition available.

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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 13e-4(c) under the Exchange Act.

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

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-Name Exchange Act

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-Section 13e

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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.

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

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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

-Publisher SEC

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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