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Equity-Based Compensation | 6 Months Ended
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Jun. 30, 2026
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | Equity-Based Compensation 2 025 Omnibus Incentive Compensation Plan At the Company’s 2025 annual meeting of stockholders held on May 22, 2025, the Company’s stockholders approved the 2025 Omnibus Incentive Compensation Plan of Global Net Lease, Inc. (the “2025 Equity Plan”). The 2025 Equity Plan is a successor to the Company’s 2021 Omnibus Incentive Compensation Plan (the “2021 Equity Plan”), which was approved by the Company’s stockholders at the 2021 annual meeting of stockholders held on April 12, 2021. The Company replaced the 2021 Equity Plan as a result of its prior grant of equity awards representing, in the aggregate, the entirety of the 6,300,000 shares of Common Stock reserved for issuance under the 2021 Equity Plan. Because the Company granted awards representing, in the aggregate, the entirety of the shares of Common Stock reserved for issuance under the 2021 Equity Plan, it could no longer make additional awards under the 2021 Equity Plan. The employees of the Former Advisor and its affiliates were also eligible to participate in the Company’s employee and director incentive restricted share plan (the “Restricted Share Plan”). Upon approval of the 2025 Equity Plan, the total number of shares of Common Stock that are available for issuance or subject to awards is 8,000,000. Awards under the 2025 Equity Plan may be made in the form of Restricted Shares, RSUs, stock options, stock appreciation rights, performance awards (which may be either performance share units, performance units, or performance-based restricted stock), awards of shares not subject to forfeiture or other conditions, LTIP Units and other equity awards. Awards may be granted under the 2025 Equity Plan through May 22, 2035, 10 years following the date the Company’s stockholders approved the 2025 Equity Plan. Generally, directors, officers, employees, and consultants of the Company are eligible to participate in the 2025 Equity Plan. RSUs RSUs represent a contingent right to receive shares of Common Stock at a future settlement date, subject to satisfaction of vesting on a straight-line basis over a specified period of time or other restrictions and an award agreement evidencing the grant of RSUs. Holders of RSUs do not have any voting rights with respect to the RSUs or any shares underlying any award of RSUs. For RSUs issued prior to the fourth quarter of 2024, the holders are generally credited with dividend equivalents which are subject to the same vesting conditions or other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of Common Stock. For RSUs granted in or after the fourth quarter of 2024, the holders receive nonforfeitable cash dividends prior to the time that the RSUs have vested and settled in, or converted into, shares of Common Stock. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the RSUs are settled in, or converted into, the shares of Common Stock. The fair value of the RSUs granted, which is expensed over the vesting period, is based on the market price of Common Stock as of the grant date. A number of RSU award agreements provide for accelerated vesting of all unvested RSUs in connection with a participant’s death, disability or qualifying termination (including termination by the Company without cause or by the participant with good reason, as applicable) from the Company within 60 days immediately preceding or two years immediately following a change in control, and accelerated vesting of the RSUs that would have vested upon the next vesting date in connection with a qualifying termination at any other time. Alternatively, certain of the RSU award agreements provide for accelerated vesting of all unvested RSUs in connection with a participant’s death, disability or qualifying termination (including termination by the Company without cause or by the participant with good reason). The following table reflects the activity of RSUs outstanding for the periods presented:
|  | Number of RSUs |  | Weighted-Average Issue Price
Unvested, December 31, 2025 |  | 1,603,181 |  |  | $ | 7.51 |
Vested |  | (558,758) |  |  | 7.59 |
Granted |  | 751,892 |  |  | 9.05 |
Forfeitures |  | (1,586) |  |  | 9.46 |
Unvested, June 30, 2026 |  | 1,794,729 |  |  | 8.13 |
|  | Number of RSUs |  | Weighted-Average Issue Price
Unvested, December 31, 2024 |  | 1,248,179 |  |  | $ | 7.89 |
Vested |  | (342,406) |  |  | 7.96 |
Granted |  | 986,582 |  |  | 7.39 |
Forfeitures |  | (21,237) |  |  | 8.16 |
Unvested, June 30, 2025 |  | 1,871,118 |  |  | 7.61 |
Restricted Shares Restricted Shares are shares of Common Stock awarded under terms that provide for vesting over a specified period of time. Holders of Restricted Shares receive nonforfeitable cash dividends prior to the time that the restrictions on the Restricted Shares have lapsed. Any dividends to holders of Restricted Shares payable in shares of Common Stock are subject to the same restrictions as the underlying Restricted Shares. Restricted Shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. The Restricted Shares granted to the then employees of the Former Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested Restricted Shares will be forfeited if the holder’s employment terminates for any reason. Upon a change in control of the Company, 50% of the unvested Restricted Shares will immediately vest and the remaining unvested Restricted Shares will be forfeited. The following table reflects the activity of Restricted Shares outstanding for the periods presented that impacted the Company:
|  | Number of Restricted Shares |  | Weighted-Average Issue Price
Unvested, December 31, 2025 |  | 168,656 |  |  | $ | 11.44 |
Vested |  | (99,929) |  |  | 11.48 |
Granted |  | — |  |  | — |
Forfeitures |  | — |  |  | — |
Unvested, June 30, 2026 |  | 68,727 |  |  | 11.38 |
|  | Number of Restricted Shares |  | Weighted-Average Issue Price
Unvested, December 31, 2024 |  | 334,642 |  |  | $ | 11.88 |
Vested |  | (153,195) |  |  | 9.61 |
Granted |  | — |  |  | — |
Forfeitures |  | (11,249) |  |  | 10.22 |
Unvested, June 30, 2025 |  | 170,198 |  |  | 14.03 |
PSUs In November 2023, January 2025 and January 2026, the Compensation Committee approved awards of PSUs (the “2023 PSUs,” the “2025 PSUs” and the “2026 PSUs”, respectively), pursuant to the Company’s outstanding equity plans, to full-time employees of the Company. PSUs may be earned and become vested if the Company’s performance meets certain criteria (see below for more detail) over a three-year period performance period (the “PSU Performance Period”). January 2026 Grant and January 2025 Grant
|  | Level of Performance
|  | Threshold |  | Target |  | Maximum
Potential Number of 2026 PSUs to be Issued (1) |  | 353,744 |  | 707,516 |  | 1,591,842
Potential Number of 2025 PSUs to be Issued (2) |  | 417,135 |  | 834,270 |  | 1,877,107
_________ (1) The PSU Performance Period for the 2026 PSUs began on January 1, 2026 and ends on December 31, 2028 (the “2026 PSU Measurement Date”) and is generally subject to the applicable employee’s continued employment through the 2026 PSU Measurement Date. (2) The PSU Performance Period for the 2025 PSUs began on January 1, 2025 and ends on December 31, 2027 (the “2025 PSU Measurement Date”) and is generally subject to the applicable employee’s continued employment through the 2025 PSU Measurement Date. Under accounting rules, the total fair value of the 2026 PSUs granted at the maximum level under the 2025 Equity Plan totaled $6.6 million and was fixed as of January 2, 2026, the date that the Board approved the award of the 2026 PSUs under the 2025 Equity Plan (the “2026 PSU Grant Date”). The fair value will not be remeasured in subsequent periods unless the 2026 PSUs are amended or there is a change in the expectation for the three-year debt reduction (net debt to adjusted EBITDA) performance metric. The fair value of the 2026 PSUs that were granted is being recorded evenly over the requisite service period which is approximately 3.0 years from January 1, 2026, ending on the 2026 PSU Measurement Date. Under accounting rules, the total fair value of the 2025 PSUs granted at the maximum level under the 2021 Equity Plan totaled $6.2 million and was fixed as of January 10, 2025, the date that the Board approved the award of the 2025 PSUs under the 2021 Equity Plan (the “2025 PSU Grant Date”). The fair value will not be remeasured in subsequent periods unless the 2025 PSUs are amended or there is a change in the expectation for the three-year debt reduction (net debt to adjusted EBITDA) performance metric. The fair value of the 2025 PSUs that were granted is being recorded evenly over the requisite service period which is approximately 3.0 years from January 13, 2025, ending on the 2025 PSU Measurement Date. Performance Measures: The ultimate amount of 2026 PSUs or 2025 PSUs that may become earned and vested on either the 2026 PSU Measurement Date or the 2025 PSU Measurement Date will equal the sum of the 2026 PSUs or 2025 PSUs: (i) earned based on the Company’s debt reduction over a three year period; (ii) earned by comparing the Company’s TSR to a custom designed net lease peer group consisting of Agree Realty Corporation, Broadstone Net Lease, Inc., EPR Properties, Essential Properties Realty Trust, Inc., Four Corners Property Trust, Inc., Getty Realty Corp., Gladstone Commercial Corporation, LXP Industrial Trust, NETSTREIT Corp., NNN REIT Inc., Orion Office REIT Inc., Peakstone Realty Trust and W.P. Carey Inc. (the “2026 and 2025 Custom Net Lease Peer Group”); and (iii) earned by achievement of certain TSR levels (the “2026 and 2025 Company TSR”). The following table details the number of 2026 PSUs that may be earned and vested on the 2026 PSU Measurement Date and the number of 2025 PSUs that may be earned and vested on the 2025 PSU Measurement Date, by each category of performance goal:
|  | 2026 PSUs |  | 2025 PSUs |
|  | Target |  | Percentage Earned |  | Number Earned |  | Target |  | Percentage Earned |  | Number Earned |
Three-Year Debt Reduction (Net Debt to Adjusted EBITDA): |  |  |  |  |  |  |  |  |  |  |  |  |
Net debt to adjusted EBITDA greater than 6.7x (Below Threshold) |  | 235,839 |  |  | — | % |  | — |  |  | 278,090 |  |  | — | % |  | — |  |
Net debt to adjusted EBITDA of 6.7x (Threshold) (1) |  | 235,839 |  |  | 50 | % |  | 117,915 |  |  | 278,090 |  |  | 50 | % |  | 139,045 |  | (2)
Net debt to adjusted EBITDA of 6.5x (Target) (1) |  | 235,839 |  |  | 100 | % |  | 235,839 |  |  | 278,090 |  |  | 100 | % |  | 278,090 |  | (2)
Net debt to adjusted EBITDA of 6.3x or less (Maximum) (1) |  | 235,839 |  |  | 225 | % |  | 530,614 |  |  | 278,090 |  |  | 225 | % |  | 625,703 |  |
Company TSR Relative to the 2026 and 2025 Custom Net Lease Peer Group: |  |  |  |  |  |  |  |  |  |  |  |  |
Less than 30th percentile (Below Threshold) |  | 235,839 |  |  | — | % |  | — |  |  | 278,090 |  |  | — | % |  | — |  |
30 th percentile (Threshold) (1) |  | 235,839 |  |  | 50 | % |  | 117,915 |  |  | 278,090 |  |  | 50 | % |  | 139,045 |  | (2)
55 th percentile (Target) (1) |  | 235,839 |  |  | 100 | % |  | 235,839 |  |  | 278,090 |  |  | 100 | % |  | 278,090 |  | (2)
Equal to or greater than 75 th percentile (Maximum) (1) |  | 235,839 |  |  | 225 | % |  | 530,614 |  |  | 278,090 |  |  | 225 | % |  | 625,703 |  |
2026 and 2025 Company TSR: |  |  |  |  |  |  |  |  |  |  |  |  |
Less than 5% (Below Threshold) |  | 235,839 |  |  | — | % |  | — |  |  | 278,090 |  |  | — | % |  | — |  |
5% (Threshold) (1) |  | 235,839 |  |  | 50 | % |  | 117,915 |  |  | 278,090 |  |  | 50 | % |  | 139,045 |  | (2)
8% (Target) (1) |  | 235,839 |  |  | 100 | % |  | 235,839 |  |  | 278,090 |  |  | 100 | % |  | 278,090 |  | (2)
12% or greater (Maximum) (1) |  | 235,839 |  |  | 225 | % |  | 530,614 |  |  | 278,090 |  |  | 225 | % |  | 625,703 |  |
_________ (1) If amounts fall in between these ranges, the results will be determined using linear interpolation between those percentiles, respectively. (2) Amounts may not equal the exact total number of PSUs issued due to rounding. November 2023 Grant The PSU Performance Period for the 2023 PSUs began on October 1, 2023 and ends on September 30, 2026 (the “2023 PSU Measurement Date”) and is generally subject to the applicable employee’s continued employment through the 2023 PSU Measurement Date.
|  | Level of Performance
|  | Threshold |  | Target |  | Maximum
Potential Number of 2023 PSUs to be Issued |  | 234,200 |  | 468,392 |  | 1,288,072
Under accounting rules, the total fair value of the 2023 PSUs granted at the maximum level under the 2021 Equity Plan totaled $5.1 million and was fixed as of November 29, 2023, the date that the Board approved the award of 2023 PSUs under the 2021 Equity Plan (the “2023 PSU Grant Date”). The fair value will not be remeasured in subsequent periods unless the 2023 PSUs are amended. The fair value of the 2023 PSUs that were granted is being recorded evenly over the requisite service period which is approximately 2.8 years from November 29, 2023, ending on the 2023 PSU Measurement Date. Performance Measures: The ultimate amount of 2023 PSUs that may become earned and vested on the 2023 PSU Measurement Date will equal the sum of: (i) 2023 PSUs earned by comparing the Company’s TSR to the MSCI US REIT Index peer group (the “MSCI REIT Index”); (ii) 2023 PSUs earned by comparing the Company’s TSR to a custom designed net lease peer group consisting of EPR Properties, LXP Industrial Trust, Broadstone Net Lease, Inc., NNN REIT, Inc. and W.P. Carey Inc. (the “2023 Custom Net Lease Peer Group”); and (iii) 2023 PSUs earned by achievement of certain TSR levels (the “2023 Company TSR”). The following table details the number of 2023 PSUs that may be earned and vested on the 2023 PSU Measurement Date, by each category of performance goal:
|  |  |  |  |  | 2023 PSUs
|  |  |  |  |  | Target |  | Percentage Earned |  | Number Earned
Company TSR Relative to the MSCI REIT Index: |  |  |  |  |  |  |  |  |  |
Less than 30 th percentile (Below Threshold) |  |  |  |  |  | 175,647 |  |  | — | % |  | — |
30 th percentile (Threshold) (1) |  |  |  |  |  | 175,647 |  |  | 50 | % |  | 87,825 |
55 th percentile (Target) (1) |  |  |  |  |  | 175,647 |  |  | 100 | % |  | 175,647 |
Equal to or greater than 75 th percentile (Maximum) (1) |  |  |  |  |  | 175,647 |  |  | 275 | % |  | 483,027 |
Company TSR Relative to the 2023 Custom Net Lease Peer Group: |  |  |  |  |  |  |  |  |  |
Less than 30th percentile (Below Threshold) |  |  |  |  |  | 175,647 |  |  | — | % |  | — |
30 th percentile (Threshold) (1) |  |  |  |  |  | 175,647 |  |  | 50 | % |  | 87,825 |
55 th percentile (Target) (1) |  |  |  |  |  | 175,647 |  |  | 100 | % |  | 175,647 |
Equal to or greater than 75 th percentile (Maximum) (1) |  |  |  |  |  | 175,647 |  |  | 275 | % |  | 483,027 |
2023 Company TSR: |  |  |  |  |  |  |  |  |  |
Less than 8% (Below Threshold) |  |  |  |  |  | 117,098 |  |  | — | % |  | — |
8% (Threshold) (1) |  |  |  |  |  | 117,098 |  |  | 50 | % |  | 58,550 |
10% (Target) (1) |  |  |  |  |  | 117,098 |  |  | 100 | % |  | 117,098 |
12% or greater (Maximum) (1) |  |  |  |  |  | 117,098 |  |  | 275 | % |  | 322,018 |
_________ (1) If amounts fall in between these ranges, the results will be determined using linear interpolation between those percentiles, respectively. Compensation Expense The combined compensation expense for RSUs, Restricted Shares and PSUs was $3.9 million and $8.0 million for the three and six months ended June 30, 2026, respectively, and $3.3 million and $6.4 million for the three and six months ended June 30, 2025, respectively. Compensation expense for these equity instruments is recorded as equity-based compensation in the Company’s consolidated statements of operations. •As of June 30, 2026, the Company had $11.0 million of unrecognized compensation cost related to RSUs granted, which is expected to be recognized over a weighted-average period of 1.8 years. •As of June 30, 2026, the Company had $0.7 million of unrecognized compensation cost related to Restricted Share awards granted, which is expected to be recognized over a period of 0.9 years. •As of June 30, 2026, the Company had $0.5 million, $3.1 million and $5.5 million of unrecognized compensation cost related to the 2023 PSUs, 2025 PSUs and 2026 PSUs granted, respectively. The unrecognized compensation cost is expected to be recognized over a period of 0.3 years, 1.5 years and 2.5 years as of June 30, 2026 related to the 2023 PSUs, 2025 PSUs and 2026 PSUs granted, respectively.

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