Global Net Lease Inc美股招股说明书(2025-11-07版)

Global Net Lease, Inc.Common Stock We have entered into an ATM Equity Offering Sales Agreement, dated November7, 2025 (the “Equity Sales Agreement”),with BofA Securities, Inc., BMO Capital Markets Corp., Citizens JMP Securities, LLC, KeyBanc Capital Markets Inc., M&TSecurities, Inc., Truist Securities, Inc., Huntington Securities, Inc., BTIG, LLC, Colliers Securities LLC and Nomura SecuritiesInternational, 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) (exceptin 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), providing for the offer and sale of shares of ourcommon stock, $0.01 par value per share (“Common Stock”), offered by this prospectus supplement and the accompanyingprospectus pursuant to a continuous offering program. In accordance with the terms of the Equity Sales Agreement, we mayoffer and sell shares of our Common Stock having an aggregate gross sales price of up to $300million from time to timethrough the Agents, as our sales agents or, if applicable, as Forward Sellers, or directly to the Agents, as principals. There are certain restrictions on transfer and ownership of our Common Stock intended to, among other things, preserveour qualification as a real estate investment trust (“REIT”) for federal income tax purposes. See “Description of Capital Stock— Restrictions on Transfer and Ownership of Stock” in the accompanying prospectus. Sales of shares of our Common Stock, if any, under this prospectus supplement and the accompanying prospectus may bemade in (1)negotiated transactions, which may include block trades, as the Company and such Agent may agree or (2)“at themarket” offerings (as defined in Rule415 under the Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder (the “Securities Act”)) by means of ordinary brokers’ transactions on the New York Stock Exchange (the“NYSE”) or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or atnegotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicablelaw. The Agents are not required to sell any specific number or dollar amount of shares of our Common Stock, but will use theircommercially reasonable efforts as our sales agents or as Forward Sellers, consistent with their normal trading and salespractices, and subject to the terms of the Equity Sales Agreement, to sell the shares of our Common Stock offered by thisprospectus supplement, as instructed by us. The Equity Sales Agreement contemplates that, in addition to the issuance and sale by us of shares of our Common Stock toor through the Agents acting as our agents, we may enter into one or more separate forward sale agreements (each, a “forwardsale agreement” and, collectively, the “forward sale agreements”), with certain of the Agents (or affiliates thereof) (in suchcapacity, each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”). If we enter into a forward sale agreementwith any Forward Purchaser, we expect that such Forward Purchaser or one of its affiliates will attempt to borrow from thirdparties and sell, through the relevant Agent, acting as sales agent for such Forward Purchaser (in such capacity, a “ForwardSeller”), shares of our Common Stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. EachForward Purchaser will be either one of the Agents or an affiliate thereof, and, unless otherwise expressly stated or the contextotherwise requires, references herein to the “related” or “relevant” Forward Purchaser mean, with respect to any Agent, theaffiliate of such Agent that is acting as Forward Purchaser or, if applicable, such Agent acting in its capacity as ForwardPurchaser. We will not receive any proceeds from any sale of borrowed shares of our Common Stock through an Agent, asForward Seller, and all such proceeds will be paid to the relevant Forward Purchaser (or an affiliate thereof). We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser onone or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect toreceive aggregate net cash proceeds on each settlement date equal to the number of shares underlying such forward saleagreement that are being settled multiplied by the relevant forward sale price per share. However, subject to certain exceptions,we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forwardsale agreement, in which case we may not receive any proceeds (