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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 23, 2023

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) |  | (I.R.S. 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: (212) 415-6500

(Former name or former address, if changed since last report): N/A

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:

x | 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 Symbols |  | 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 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
Preferred Stock Purchase Rights |  |  |  | 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 ¨

If 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.

On May 23, 2023, Global Net Lease, Inc. (the “Company”) issued a joint press release with The Necessity Retail REIT, Inc. (“RTL”), a copy of which is attached hereto as Exhibit 99.1. Additionally, on May 23, 2023, the Company made available an investor presentation prepared by the Company and RTL, a copy of which is attached hereto as Exhibit 99.2.

The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 and Exhibit 99.2 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 and Exhibit 99.2, 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.

| Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |  | Description
99.1 |  | Joint Press Release, dated May 23, 2023.
99.2 |  | Joint Investor Presentation, dated May 23, 2023
104 |  | Cover Page Interactive Data File - the cover page XBRL 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 24, 2023 | By: | /s/ James L. Nelson
| Name: | James L. Nelson
| Title: | Chief Executive Officer and President