🧾 What This Document Is

This is a DEF 14A Proxy Statement, which is the official notice and information package for Global Net Lease, Inc.'s (GNL) 2026 Annual Meeting of Stockholders. Think of it as an invitation and a voter's guide. It tells you what will be voted on, provides background on the company and its leaders, and explains the company's performance and pay practices so you can make an informed decision.

The meeting will be held virtually on May 21, 2026, at 1:00 p.m. Eastern Time. Stockholders as of the March 24, 2026 record date are eligible to vote.

🏢 What The Company Does

👉 In simple terms, GNL is a landlord that owns and leases out commercial properties.

Specifically, GNL is a Real Estate Investment Trust (REIT) that focuses on single-tenant, net-lease properties. This means they own buildings (like warehouses, retail stores, or offices) and lease them to single companies (tenants) under long-term contracts where the tenant pays most of the property expenses (taxes, insurance, maintenance). Their goal is to generate steady, predictable rental income for shareholders.

🚀 The Transformation Story

The CEO's letter highlights a major company turnaround over the past two years. Here’s the journey:

• 2023: Converted from an externally-managed REIT (paying high fees to an outside manager) to an internally-managed REIT (with its own employees). This cut costs by $85 million.
• 2025 Centerpiece Move: Sold their entire $1.8 billion multi-tenant retail portfolio. This was huge. It allowed them to become a "pure-play" single-tenant net lease company, focusing on higher-quality, long-term leases with financially strong tenants.
• Financial Results of the Move:
  • Reduced Debt: Net debt was lowered by $2.2 billion.
  • Better Credit Rating: S&P upgraded them to BB+ (one step below investment grade) and Fitch upgraded them to investment-grade BBB-.
  • Strong Performance: 2025 total stockholder return was 32%, beating their peers. They also beat their own financial guidance.
  • Portfolio Quality: Ended the year with 66% of rent coming from tenants that are investment-grade or implied investment-grade, which is considered a sector-leading level of stability.

👥 Board & Governance

The Board of Directors is proposing eight nominees for election. Two current directors (Governor Rendell and Ms. Perrotty) are not standing for re-election. The board is a mix of long-serving and newer, independent members.

Key Governance Highlights:

• Leadership: The board has a Non-Executive Chair, Robert I. Kauffman, separate from the CEO, Edward M. Weil, Jr.
• Recent Changes: Since 2023, they've added several new independent directors to refresh the board, including diversity additions.
• Stockholder Rights: In 2025, they made it easier for stockholders to amend the company's bylaws, a pro-governance move.

💼 Executive Compensation & "Say-on-Pay"

The filing includes a non-binding advisory vote ("Say-on-Pay") on executive compensation. The company details how they've aligned pay with performance since going internal in 2023.

2025 Pay Highlights for the CEO:

• Base salary was cut from $2.0 million to $1.0 million.
• 87% of his target pay is variable (at-risk), and 68% is in equity (stock awards).
• The potential bonus was restructured, eliminating a minimum bonus and adding a debt metric to align with the company's deleveraging goals.
• The maximum payout from long-term stock awards was reduced from 275% to 225% of target.

👉 Why it matters: This structure strongly ties the CEO's personal wealth to the company's stock performance and financial health, which is what shareholders generally want to see.

📊 What's Next for 2026

The company's strategy going forward is clear and focused:

1. Reduce Office Exposure: Continue to sell properties classified as "office," which is a more challenged real estate sector.
2. Reinvest in Stronger Sectors: Use the cash from sales to buy more industrial and retail properties that are expected to generate stronger, more reliable earnings.
3. Close the Valuation Gap: The company believes its stock is still undervalued compared to similar "pure-play" net lease REITs and has a plan to close that gap through continued execution.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Clear Strategic Focus: Successfully transformed into a simpler, more focused company.
• Stronger Balance Sheet: Lower debt and higher credit ratings provide more financial flexibility and lower borrowing costs.
• Aligned Management: Internally-managed model with pay tied directly to shareholder returns.
• High-Quality Portfolio: A large portion of rent comes from creditworthy, stable tenants.

⚠️ Risks:

• Economic Sensitivity: As a landlord, GNL is exposed to economic downturns that could affect tenants' ability to pay rent.
• Interest Rate Sensitivity: Rising interest rates can make borrowing more expensive and make GNL's dividend yield less attractive compared to bonds.
• Execution Risk: The success of the strategy depends on management's ability to sell assets at good prices and reinvest the proceeds profitably.

🔍 Key Proposals to Vote On

You will be asked to vote on three main items:

1. Election of 8 Directors – To serve until the next annual meeting.
2. Ratification of PricewaterhouseCoopers LLP (PwC) – As the independent accounting firm for 2026.
3. "Say-on-Pay" Vote – To approve, on a non-binding advisory basis, the compensation of the named executive officers.

The board recommends voting FOR all proposals.

📅 Key Date

Annual Meeting: May 21, 2026, at 1:00 p.m. ET (virtual)

🧠 The Analogy

Think of GNL like a homeowner who decided to simplify their life. They sold a big, complicated, hard-to-manage duplex (the multi-tenant retail portfolio), used the cash to pay down their mortgage (reduce debt), and fixed their credit score (got a rating upgrade). Now, they're renting out a smaller, well-maintained house on a single long-term lease to a very reliable tenant (single-tenant net lease focus), and they plan to use any extra savings to buy a low-maintenance condo next door (invest in industrial/retail). They've also given their property manager a pay-for-performance contract so they only do well if the house's value goes up.

🧩 Final Takeaway

GNL has executed a dramatic and successful transformation, shedding complexity to become a simpler, financially stronger landlord with a clear focus. The company is now betting on its disciplined strategy and aligned management to prove its value and catch up to its peers' stock prices. Your vote on directors and compensation endorses or questions this new direction.