| Item 1.01. |
Entry into a Material Definitive Agreement. |
Amendment to Equity
Distribution Agreement for common stock
On November 4, 2022,
Global Net Lease, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Equity Distribution
Agreement dated February 28, 2019, as amended on May 9, 2019, June 21, 2019, November 12, 2019, March 19, 2021, November 5, 2021, February
25, 2022, and August 5, 2022 (the “Equity Distribution Agreement”), among the Company and Global Net Lease Operating Partnership,
L.P. (the “Operating Partnership”), on the one hand, and Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley
Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., SMBC Nikko Securities America, Inc., JMP Securities LLC, Ladenburg
Thalmann & Co. Inc., Barclays Capital Inc., Huntington Securities, Inc., SG Americas Securities, LLC, Credit Suisse Securities (USA)
LLC, Comerica Securities, Inc. and Synovus Securities, Inc. (collectively, the “Agents”) in connection with the Company filing
a new shelf registration statement on Form S-3, in order to amend the maximum aggregate sales price of the Company’s common stock,
$0.01 par value per share (“Common Stock”), that may be offered and sold from time to time by the Company pursuant to the
Equity Distribution Agreement. Following the Amendment, the aggregate maximum offering price on the Company’s new prospectus supplement
dated as of November 4, 2022 for its “at the market” equity offering program is $285,000,000, in addition to the approximately
$218,000,000 previously sold under our expiring registration statement filed on Form S-3 (No. 333-234631) and the approximately $110,000,000
sold under our expired registration statement on Form S-3 (No. 333-214579).
Certain of the Agents
or their affiliates are or have been lenders under the Company’s credit facility and other loans, agents under the Company’s
prior “at the market” equity offering program for its 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
per share (“Series A Preferred Stock”), 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per
share (“Series B Preferred Stock”) or counterparties with respect to certain of the Company’s derivative contracts.
A copy of the Amendment
is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material terms of the Amendment in this Item 1.01
is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference.
Amendment to Equity
Distribution Agreement for Series B Preferred Stock
On November 4, 2022,
Global Net Lease, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Equity Distribution
Agreement dated December 13, 2019, as amended on August 6, 2021 (the “Equity Distribution Agreement”), among the Company and
Global Net Lease Operating Partnership, L.P. (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. (collectively, the
“Agents”) in connection with the Company filing a new shelf registration statement on Form S-3, in order to amend the maximum
aggregate sales price of the Company’s Series B Preferred Stock that may be offered and sold from time to time by the Company pursuant
to the Equity Distribution Agreement, and other related matters. Following the Amendment, the aggregate maximum offering price on the
Company’s new prospectus supplement dated as of November 4, 2022 for its “at the market” equity offering program is
$170,000,000, in addition to the approximately $32,000,000 previously sold under our expiring registration statement filed on Form S-3
(No. 333-234631).
Certain of the Agents
or their affiliates are or have been lenders under the Company’s credit facility and other loans, agents under the Company’s
prior “at the market” equity offering program for its Common Stock, Series A Preferred Stock or counterparties with respect
to certain of the Company’s derivative contracts.
A copy of the Amendment
is filed as Exhibit 1.2 to this Current Report on Form 8-K, and the description of the material terms of the Amendment in this Item 1.01
is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference.
