gic-20260422

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under Rule 14a-12

Global Industrial Company

(Name of Registrant as Specified in Its Charter)

________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 22, 2026

Dear Fellow Stockholders:

We are pleased to invite you to attend virtually the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Global Industrial Company on Monday, June 1, 2026 at 12:00 p.m. Eastern Time. The Annual Meeting will be exclusively conducted via live audio webcast, a format designed to improve stockholder access, and save Global Industrial and our stockholders time and money.

At the Annual Meeting, stockholders will vote on the matters described in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement and any other matters properly brought before the Annual Meeting.

As in prior years, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time, lowering the costs and reducing the environmental impact of the Annual Meeting.

The Notice of 2026 Annual Meeting of Stockholders on the following page contains instructions on how to vote by Internet, by telephone or, if you received a proxy card, by mail.

Please take the time to carefully read the Notice of 2026 Annual Meeting of Stockholders and Proxy Statement that follow. Whether or not you plan to attend the Annual Meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by Internet, or, if you received a proxy card, by signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope.

We look forward to your participation in the Annual Meeting.

Sincerely,

Richard B. Leeds

Executive Chairman

Global Industrial Company

11 Harbor Park Drive

Port Washington, NY 11050

Notice of 2026 Annual Meeting of Stockholders


Date and Time:			Monday, June 1, 2026 at 12:00 p.m. Eastern Time

Location:			The annual meeting of stockholders (the "Annual Meeting") of Global Industrial Company (the "Company" or "Global Industrial") will be a completely virtual meeting of stockholders, which will be held via live audio webcast. You will be able to participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GIC2026, and using your 16-digit control number. Because the Annual Meeting is virtual and being held via live webcast, stockholders will not be able to attend the Annual Meeting in person. Details regarding how to participate in the Annual Meeting online are more fully described in the Proxy Statement.

Purpose:			(1)To vote on the election of the eight director nominees named in the Proxy Statement.

			(2)To vote on the ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026.

			(3)To vote on an advisory (non-binding) basis on the compensation of the Company's named executive officers.

			(4) To vote on the Company's Amended and Restated 2018 Employee Stock Purchase Plan.

			(5) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Who may vote:			Stockholders of record at the close of business on April 9, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement.

By order of the Board of Directors,

Adina G. Storch, Esq.

Senior Vice President, General Counsel and Corporate Secretary

April 22, 2026

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 1, 2026. The Notice of the 2026 Annual Meeting of Stockholders, the Proxy Statement and the 2025 Annual Report are available at www.proxyvote.com or on our website at www.globalindustrial.com.

Table of Contents


Proxy Statement Executive Summary			1
General Information			4
Frequently Asked Questions			8
Proposal No. 1 – Election of Directors			10
Corporate Governance			14
Corporate Governance Overview			14
Commitment to Stockholder Engagement			15
Corporate Governance Documents			15
Board Composition			15
Board Leadership Structure			15
Identification and Evaluation of Director Candidates			16
Board Experience and Skills			17
Board and Committee Performance Self-Evaluations			18
Director Independence			18
Risk Oversight			19
No Director Overboarding			19
New Director Orientation			20
Board Meetings			20
Meetings of Non-Management Directors			20
Lead Independent Director			20
Committees of the Board			21
Communicating with the Board			24
Director Compensation			25
General Policy			25
Non-Management Director Compensation in Fiscal Year 2025			25
Executive Officers			26
Compensation Discussion and Analysis			28
Executive Summary			28
Central Objectives and Philosophy of Our Executive Compensation Programs			28
Pay and Governance Practices			29
Risk Management and Pay Alignment			31
Role of the Compensation Committee in Compensation Decisions			30
Say-on-Pay Responsiveness			31
NEO Compensation Program			31
Anti-Hedging and Anti-Pledging Policy			36
Clawback Policy			36
Stock Ownership Guidelines			36
Tax Deductibility of Compensation			37
Benefits, Perquisites and Other Compensation			37
Compensation Committee Report			38
Compensation Committee Interlocks and Insider Participation			38


Executive Compensation			39
Summary Compensation Table			39
Grants of Plan-Based Awards in 2025			40
Equity Grant Practices			40
Outstanding Equity Awards at Year-End for Fiscal Year 2025			41
Option Exercises and Stock Vested for Fiscal Year 2025			42
Employment Arrangements with Named Executive Officers			43
Potential Payments Upon Termination of Employment or Change in Control			44
CEO Pay Ratio Disclosure			48
Pay Versus Performance			49
Background			49
Pay Versus Performance Table			49
Tabular List of Financial Performance Measures			50
Pay Versus Performance Relationship Descriptions			51
Proposal No. 2 – Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Auditor for Fiscal Year 2026			53
Fees Paid to our Independent Auditor			53
Audit Committee Pre-Approval Policy			53
Report of the Audit Committee			54
Proposal No. 3 – Advisory (Non-Binding) Vote on the Compensation of the Company's Named Executive Officers			55
Proposal No. 4 – Approval of the Company's Amended and Restated 2018 Employee Stock Purchase Plan			56
Security Ownership Information			60
Security Ownership of Directors and Management			60
Security Ownership of Certain Beneficial Owners			61
Delinquent Section 16(a) Reports			61
Equity Compensation Plans			62
Certain Relationships and Related Transactions			63
Related Party Transaction Policy			63
Related Party Transactions			63
Additional Matters			64
Appendix A: Global Industrial Company Amended and Restated 2018 Employee Stock Purchase Plan			65



Global Industrial Company 2026 Proxy Statement

Proxy Statement Executive Summary

The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.

Information About Our 2026 Annual Meeting of Stockholders


DATE AND TIME:			Monday, June 1, 2026 at 12:00 p.m. Eastern Time
LOCATION:			Visit www.virtualshareholdermeeting.com/GIC2026 and use your 16-digit control number
RECORD DATE:			Thursday, April 9, 2026

Items of Business and Board of Directors' Vote Recommendations


Proposal		Board Vote Recommendation	Page Number
Proposal 1:	To elect eight directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualify	ü FOR each director nominee	Page 10
Proposal 2:	To ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026	ü FOR	Page 53
Proposal 3:	Advisory (non-binding) vote to approve the compensation of the Company's named executive officers	ü FOR	Page 55
Proposal 4:	To approve the Company's Amended and Restated 2018 Employee Stock Purchase Plan	ü FOR	Page 56

Our Directors (Pages 10-13)

Name

Age

Director Since

Independent

N/CGC

Richard B. Leeds(1)

1995

Bruce Leeds

1995

Robert Leeds

1995

Anesa T. Chaibi(2)

2025

Chad M. Lindbloom(3)

2017

Yes

Gary S. Michel(3)

2024

Yes

Paul S. Pearlman(3)

2019

Yes

Robert D. Rosenthal(3)

1995

Yes

(1) Executive Chairman of the Board

(2) Chief Executive Officer

(3) Audit Committee Financial Expert

KEY: AC = Audit Committee CC = Compensation Committee

N/CGC = Nominating/Corporate Governance Committee EC = Executive Committee

= Member C = Chair



Global Industrial Company 2026 Proxy Statement \| 1

Information About Our Board and Principal Committees (Pages 21-23)


	Number of Members	Independent	Number of Meetings During 2025
Full Board of Directors	8	50%	8
Audit Committee	4	100%	8
Compensation Committee	4	100%	6
Nominating/Corporate Governance Committee	3	100%	5

Our Corporate Governance (Page 14)

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Please refer to the table on page 14 of this Proxy Statement for a more detailed description of our corporate governance practices.


WHAT WE DO:		WHAT WE DON'T DO:
✓	All Board Committees Composed 100% of Independent Directors	X	No Supermajority Voting Requirements
✓	Active Board and/or Committee Oversight of Risk Management, Cybersecurity and Artificial Intelligence	X	No Poison Pill
✓	Annual Say-on-Pay Vote	X	No Classified Board
✓	Lead Independent Director, Regular Executive Sessions of Independent Directors and Rotation of Committee Leadership	X	No Material Restrictions on Stockholder Rights
✓	Annual Board and Committee Self-Evaluations	X	No Overboarded Directors

Our Pay and Governance Practices (Page 29)

Our commitment to good governance is further reflected in our executive compensation philosophy designed to reinforce alignment between pay and performance. Our executive compensation program includes a number of features intended to reflect best practices in the market and to help ensure that the program reinforces our stockholders’ interests. Please refer to the table on page 29 of this Proxy Statement for a more detailed description of our pay and governance practices.


WHAT WE DO:		WHAT WE DON'T DO:
✓	Pay for Performance Alignment	X	No Dividends on Unearned Performance-Based Equity Awards
✓	Caps on Payouts of Annual Non-Equity Incentive Compensation	X	No Stock Trading Plans Without Committee Approval and Oversight
✓	Adoption of Minimum Stock Ownership Requirements for Our Executive Officers and Non-Management Directors to Reinforce Alignment with Stockholders	X	No Compensation or Incentives that Encourage Unnecessary or Excessive Risk-Taking
✓	Independent Compensation Committee Advised by Independent Compensation Consultant	X	No Supplemental Retirement Benefits for Executives
✓	Maintain Stockholder Engagement Program	X	No Liberal Share Recycling under Equity Compensation Plans



2 \| Global Industrial Company 2026 Proxy Statement

Independent Auditor (Page 53)

Ernst & Young LLP, an independent registered public accounting firm, served as the Company's independent auditor for fiscal year 2025. Our Audit Committee has selected Ernst & Young LLP to audit our financial statements for fiscal year 2026. Although it is not required to do so, the Board is submitting the Audit Committee’s selection of the Company's independent auditor for ratification by the stockholders at the Annual Meeting in order to ascertain the view of our stockholders regarding such selection. Below is summary information about the fees billed to us by Ernst & Young LLP for services during fiscal years 2025 and 2024, all of which were pre-approved by the Audit Committee:


Fee Category	2025 ($)	2024 ($)
Audit fees(1)	2,025,500	1,623,266
Audit-related fees(2)	844,980	607,721
Tax fees(3)	0	0
All other fees(4)	0	0
Total	2,870,480	2,230,987

(1)In accordance with the SEC’s definitions and rules, "audit fees" are fees that were billed to Global Industrial by Ernst & Young LLP for the audit of our annual financial statements, to be included in the Form 10-K, and review of financial statements included in the Form 10-Qs; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; for the attestation of management’s report on the effectiveness of internal control over financial reporting; and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

(2)"Audit-related fees" are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting, including services in connection with assisting Global Industrial in our compliance with our obligations under Section 404 of the Sarbanes-Oxley Act and related regulations.

(3)Ernst & Young LLP did not provide any professional services for tax compliance, planning or advice in 2025 or 2024.

(4) Consists of fees billed for other professional services rendered to the Company.



Global Industrial Company 2026 Proxy Statement \| 3

PROXY STATEMENT

General Information

These proxy materials are being furnished to solicit proxies on behalf of the Board of Directors of Global Industrial Company for use at the Annual Meeting of Stockholders to be held virtually via live audio webcast on Monday, June 1, 2026 at 12:00 p.m. Eastern Time, or at any adjournments or postponements thereof.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GIC2026 (the "Annual Meeting Website"), where you will be able to listen to and participate in the Annual Meeting live, submit questions and vote online.

These proxy materials include our Proxy Card, the Notice of 2026 Annual Meeting of Stockholders and Proxy Statement. These proxy materials and the Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the "2025 Annual Report") are being sent or made available to our stockholders commencing on April 22, 2026.

Notice of Internet Availability of Proxy Materials

We have implemented the Securities and Exchange Commission's “Notice Only” rule that allows us to furnish our proxy materials over the Internet to our stockholders instead of mailing paper copies. As a result, beginning on or about April 22, 2026, we mailed to our stockholders of record on April 9, 2026 a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy materials over the Internet and vote online. By furnishing a Notice and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of the Annual Meeting.

The Notice is not a proxy card and cannot be used to vote your shares. If you received a Notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice or on the website referred to in the Notice.

If you own shares of common stock in more than one account—for example, in a joint account with your spouse and in your individual brokerage account—you may have received more than one Notice. To vote all of your shares by proxy, please follow each of the separate proxy voting instructions that you received for your shares of common stock held in each of your different accounts.

Record Date

We have fixed the close of business on April 9, 2026 as the record date for determining our stockholders entitled to Notice of and to vote at the Annual Meeting.

On that date, we had 38,261,099 shares of common stock outstanding. Stockholders as of the record date will have one vote per share on each voting matter.

Quorum

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present virtually or represented by proxy, is necessary to constitute a quorum.

Abstentions and “broker non-votes” (discussed below) will be counted as present for purposes of establishing a quorum.



4 \| Global Industrial Company 2026 Proxy Statement

How to Vote

Stockholders of record. If you are a “stockholder of record” (meaning your shares are registered in your name with our transfer agent, Broadridge) as of the close of business on April 9, 2026 (the record date for the Annual Meeting) you may vote either virtually at the Annual Meeting or by proxy.

During the Annual Meeting, you will be able to vote through the virtual portal at www.virtualshareholdermeeting.com/GIC2026.

If you decide to vote by proxy, you may do so in any one of the following three ways:


			You may vote your shares 24 hours a day by logging on to a secure website, www.proxyvote.com, and following the instructions provided. You will need to enter the identifying information that appears on your proxy card or the Notice. The Internet voting system allows you to confirm that your votes were properly recorded.

			You may vote your shares 24 hours a day by calling the toll free number (800) 690-6903, and following instructions provided by the recorded message. You will need to enter the identifying information that appears on your proxy card or the Notice. As with the Internet voting system, you will be able to confirm that your votes were properly recorded.

			If you received a proxy card, you may mark, sign and date your proxy card and return it by mail in the enclosed postage-paid envelope.

Proxies submitted over the Internet, by telephone or by mail must be received by 11:59 p.m. Eastern Time on May 31, 2026.

Beneficial owners. If, like most stockholders, you are a beneficial owner of shares held in “street name” (meaning a broker, bank or other nominee holds shares on your behalf), you may vote virtually at the Annual Meeting only if you obtain a legal proxy from the nominee that holds your shares. Alternatively, you may vote by completing, signing and returning the voting instruction form that the nominee provides to you or by following any telephone or Internet voting instructions described on the voting instruction form, the Notice or other materials that the nominee provides to you.

No matter in what form you own your shares, we encourage you to vote promptly.

About the Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting of stockholders held exclusively by a live audio webcast, a format designed to improve stockholder access, and save the Company and our stockholders time and money. In addition to online attendance, our meeting format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the Annual Meeting and vote online during the open poll section of the Annual Meeting.

If you are a stockholder of record as of the close of business on April 9, 2026, the record date for the Annual Meeting, you will be able to virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/GIC2026. You will need to enter the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials (the "Control Number").

If you are a stockholder holding your shares in “street name” as of the close of business on April 9, 2026, you may gain access to the Annual Meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee holder. You may not vote your shares electronically at the Annual Meeting unless you receive a valid proxy from your broker, bank or other nominee holder.



Global Industrial Company 2026 Proxy Statement \| 5

The Annual Meeting will begin promptly at 12:00 p.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 11:45 a.m. Eastern Time, and you should allow approximately 15 minutes for the online check-in procedures.

If you wish to submit a question for the Annual Meeting, you may do so in advance at www.virtualshareholdermeeting.com/GIC2026, or you may type it into the dialog box provided at any point during the Annual Meeting (until the floor is closed to questions). During the Annual Meeting, we will answer questions submitted during the Annual Meeting and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits. Stockholder questions may be submitted in the field provided on the Annual Meeting Website at or before the time that matters are brought before the Annual Meeting for consideration.

Votes Required to Adopt the Proposals

Ø Proposal 1 – The vote of a plurality of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at a meeting at which a quorum is present will be required to elect the nominated directors to the Board.

Ø Proposal 2 – The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at a meeting at which a quorum is present will be required to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026.

Ø Proposal 3 – The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at a meeting at which a quorum is present will be required to approve the compensation of the Company's named executive officers. This proposal is advisory only and is not binding on the Company or the Board.

Ø Proposal 4 – The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at a meeting at which a quorum is present will be required to approve the Company's Amended and Restated 2018 Employee Stock Purchase Plan.

Messrs. Richard, Bruce and Robert Leeds (each a director and officer of the Company), together with trusts for the benefit of certain members of their respective families and other entities controlled by them, as applicable, beneficially owned as of our record date more than 50% of the shares outstanding, and they have each separately advised us that they intend to vote all such shares they each have the power to vote in accordance with the recommendations of the Board on each of the proposals identified above, which will be sufficient to constitute a quorum and to determine the outcome of each proposal.

How Shares Will Be Voted

Proxies will be voted as specified by the stockholders. Where specific choices are not indicated, proxies will be voted, as to all enumerated proposals in accordance with the Board's recommendations. If any other matters properly come before the Annual Meeting, the persons named in the proxy will vote at their discretion.

List of Stockholders

A list of our stockholders satisfying the requirements of Section 219 of the Delaware General Corporation Law will be available for inspection for any purpose germane to the Annual Meeting for the ten days prior to the Annual Meeting. If you want to inspect the stockholder list, email investinfo@globalindustrial.com to schedule an appointment. In addition, the list of stockholders will also be available during the Annual Meeting through the Annual Meeting Website for those stockholders who choose to attend.

Changing or Revoking Your Proxy

Your virtual attendance at the Annual Meeting will not automatically revoke your proxy.

Stockholders of record. If you are a stockholder of record, you may change or revoke your proxy at any time before a vote is taken at the Annual Meeting by executing and forwarding to us a later-dated proxy or by voting a later proxy over the telephone or the Internet or by virtually attending the Annual Meeting and voting.

Beneficial owners. If you are a beneficial owner of shares, you should check with your broker, bank or other nominee that holds your shares to determine how to change or revoke your vote.



6 \| Global Industrial Company 2026 Proxy Statement

Abstentions

Ø Proposal 1 – Abstentions will have no effect on the election of directors.

Ø Proposal 2 – Abstentions will have the same effect as a negative vote regarding the ratification of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026.

Ø Proposal 3 – Abstentions will have the same effect as a negative vote regarding the approval of the compensation of the Company's named executive officers.

Ø Proposal 4 – Abstentions will have the same effect as a negative vote regarding the approval of the Company's Amended and Restated 2018 Employee Stock Purchase Plan.

Broker Non-Votes

A “broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because they do not have discretionary voting power for that proposal and have not received instructions from the beneficial owner.

If you are a beneficial owner whose shares are held by a broker, as stated above you must instruct the broker how to vote your shares. If you do not provide voting instructions, your broker is not permitted to vote your shares on Proposal 1 (Election of Directors), Proposal 3 (Approval of the Compensation of the Company's Named Executive Officers) and Proposal 4 (Approval of the Company's Amended and Restated 2018 Employee Stock Purchase Plan).

In the absence of voting instructions, the broker may only register your shares as being present at the Annual Meeting for purposes of determining a quorum and may vote your shares on Proposal 2 only (Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Auditor for Fiscal Year 2026).

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Proxy Statement, the words “estimated”, “anticipated”, “expect”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of strategy, plans or intentions of management. Forward-looking statements are subject to risks, uncertainties and assumptions about the Company and future events, and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Proxy Statement or to reflect the occurrence of unanticipated events, except to the extent required under applicable law.



Global Industrial Company 2026 Proxy Statement \| 7

Frequently Asked Questions

Why am I receiving this Proxy Statement?

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting to be held for the purposes stated in the accompanying Notice of 2026 Annual Meeting of Stockholders. This solicitation is made by the Company on behalf of the Board of Directors.

Who is entitled to vote at the Annual Meeting?

If you held shares of common stock of the Company at the close of business on April 9, 2026, you may vote at the Annual Meeting. Each share is entitled to one vote on each matter presented for consideration and action at the Annual Meeting.

In order to vote, you must either designate a proxy to vote on your behalf or attend the Annual Meeting and vote your shares online during the open poll section of the Annual Meeting. The Board of Directors requests your proxy so that your shares will count toward a quorum and be voted at the Annual Meeting.

What are the voting rights of stockholders?

Each share of common stock outstanding on the record date entitles its holder to cast one vote on each matter to be voted on at the Annual Meeting.

What am I being asked to vote on, and what are the Board of Directors’ voting recommendations?

Proposal 1: To vote on the election of the eight director nominees named in this Proxy Statement.

Proposal 2: To vote on the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026.

Proposal 3: To vote on an advisory (non-binding) basis on the compensation of the Company's named executive officers.

Proposal 4: To vote on the approval of the Company's Amended and Restated 2018 Employee Stock Purchase Plan.

The Board of Directors recommends that you vote “FOR” the election of the Board’s director nominees, “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026, “FOR” the compensation of our named executive officers and “FOR” the approval of the Company's Amended and Restated 2018 Employee Stock Purchase Plan.

The proxy, when properly executed, will be voted as directed, or if no direction is given, will be voted as the Board recommends, including with discretionary

authority as to any and all other matters that may properly come before the Annual Meeting.

What will constitute a quorum at the Annual Meeting?

The presence in person (virtually) or by proxy of the holders of a majority of the outstanding capital stock of the Company entitled to vote at a meeting of stockholders will constitute a quorum for the transaction of business at the Annual Meeting. We will include abstentions and “broker non-votes” in the calculation of the number of shares of common stock considered to be present at the Annual Meeting for purposes of determining the presence of a quorum at the Annual Meeting.

What vote is required to approve each matter?

Assuming the presence of a quorum, the following votes are required to approve each proposal:

Election of Directors. The vote of a plurality of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at the Annual Meeting will be required to elect the nominated directors to the Board. When voting by proxy with respect to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees or withhold your votes for specific nominees.

Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Auditor for Fiscal Year 2026. The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at the Annual Meeting will be required to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026.

Approval of the Compensation of the Company's Named Executive Officers. The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at a meeting at which a quorum is present will be required to approve the compensation of the Company's named executive officers. This proposal is advisory only and is not binding on the Company or the Board.

Approval of the Company's Amended and Restated 2018 Employee Stock Purchase Plan. The affirmative vote of a majority of the outstanding shares of common stock entitled to vote and present, virtually or by proxy, at a meeting at which a quorum is present will be required to approve the Company's Amended and Restated 2018 Employee Stock Purchase Plan.



8 \| Global Industrial Company 2026 Proxy Statement

Why is the Annual Meeting online only? How do I attend the Annual Meeting?

The Annual Meeting will be exclusively conducted via live audio webcast, a format designed to improve stockholder access, and save the Company and our stockholders time and money. In addition to online attendance, our meeting format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the Annual Meeting and vote online during the open poll section of the Annual Meeting.

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on April 9, 2026, the record date for the Annual Meeting.

To virtually attend the Annual Meeting, go to www.virtualshareholdermeeting.com/GIC2026; then, you must enter your Control Number. Please allow ample time for online check-in, which will begin at 11:45 a.m. Eastern Time, on June 1, 2026.

How do I vote during the virtual Annual Meeting?

If you are a stockholder as of the record date, you may vote during the Annual Meeting by entering your Control Number and following the instructions available on the Annual Meeting Website at www.virtualshareholdermeeting.com/GIC2026 during the Annual Meeting.

How can I ask questions during the Annual Meeting?

The virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of the Board of Directors or management. During the Annual Meeting, we will answer questions submitted during the Annual Meeting and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits. Stockholder questions may be submitted in the field provided in the web portal at or before the time that matters are brought before the Annual Meeting for consideration.

What can I do if I need technical assistance during the Annual Meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting Website log in page.

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend the Annual Meeting. If you submit the enclosed proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. If you are not a

stockholder of record but hold the shares through a broker or nominee (i.e., in street name), you may vote your shares in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the Annual Meeting as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

How can I access the proxy materials and the 2025 Annual Report over the Internet?

Our proxy materials and the 2025 Annual Report are available at www.proxyvote.com or on our website at www.globalindustrial.com.

How may I obtain a paper copy of the proxy materials and the 2025 Annual Report?

The Notice of the Internet Availability of the proxy materials provides instructions about how to obtain a paper copy of the proxy materials and the 2025 Annual Report. If you did not receive the Notice, you will receive a paper copy of the proxy materials and the Annual Report by mail.

Who pays the costs of soliciting proxies?

We will pay the cost of solicitation of proxies. In addition to the solicitation of proxies through the Internet or by mail, solicitations may also be made by personal interview, fax and telephone. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy material to their principals and we will reimburse them for expenses in so doing. Consistent with our voting procedure, directors, officers and other regular employees of the Company may also request the return of proxies by telephone or fax, or in person.

What is “householding”?

SEC rules allow us to send a single copy of the proxy materials or the Notice of Internet Availability of Proxy Materials to multiple stockholders sharing the same address and last name, or who we reasonably believe are members of the same family in a manner provided by such rules. This practice is referred to as “householding” and we use this process to achieve savings of paper and mailing costs.

How can I find voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and we will publicly disclose the results on a Form 8-K within four business days of the Annual Meeting, as required by SEC rules.



Global Industrial Company 2026 Proxy Statement \| 9

Proposal No. 1 – Election of Directors

At the Annual Meeting, eight directors are to be elected to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualify. All nominees are current Global Industrial Board members who were elected by the stockholders at the 2025 annual meeting of stockholders.

There are no family relationships among any of our directors or executive officers or nominees for director or executive officer, except that Messrs. Richard, Bruce and Robert Leeds are brothers. Except as disclosed herein, there were no arrangements or understandings between any director or nominee for director and any other person pursuant to which such person was selected as a director or nominee for director.

The accompanying proxy will be voted FOR the election of the Board’s nominees unless contrary instructions are given. If any Board nominee is unable to serve, which is not anticipated, the persons named as proxies intend to vote, unless the Board reduces the number of nominees, for such other person or persons as the Board may designate.

When voting by proxy with respect to the election of directors, stockholders may vote in favor of all nominees, withhold their votes as to all nominees or withhold their votes for specific nominees.

Director Nominees

Biographical information with respect to our eight director-nominees is set forth below. Each nominee named in this Proxy Statement has consented to being nominated for director and has agreed to serve if elected. All of the nominees named in this Proxy Statement for election to the Board were unanimously recommended by the Nominating/Corporate Governance Committee and were unanimously nominated by the Board.

Richard B. Leeds

Executive Chairman

Principal Occupation and Positions Held

•Age: 66

•Year in which First Elected a Director: 1995

•Committee(s) Served: Executive Committee

•Principal Occupation and Other Information: Richard B. Leeds joined the Company in 1982 and served as our Chairman and CEO from April 1995 until becoming our Executive Chairman in March 2016. He also served as President of our Industrial Products Group until 2011.

Mr. Leeds was selected to serve as Executive Chairman of our Board due to his experience and depth of knowledge of Global Industrial and the direct marketing and industrial products industries, his role in developing and managing our business strategies and operations, as well as his exceptional business judgment and leadership qualities.

Bruce Leeds

Vice Chairman

Principal Occupation and Positions Held

•Age: 70

•Year in which First Elected a Director: 1995

•Committee(s) Served: Executive Committee

•Principal Occupation and Other Information: Bruce Leeds joined the Company in 1977 and has served as our Vice Chairman since April 1995. He also served as President of our International Operations until 2005.

Mr. Leeds was selected to serve as a director on our Board due to his experience and depth of knowledge of the Company and the direct marketing and industrial products industries, his role in developing and managing our business strategies and operations, his experience in international business, as well as his exceptional business judgment.



10 \| Global Industrial Company 2026 Proxy Statement

Robert Leeds

Vice Chairman

Principal Occupation and Positions Held

•Age: 70

•Year in which First Elected a Director: 1995

•Committee(s) Served: Executive Committee

•Principal Occupation and Other Information: Robert Leeds joined the Company in 1977 and has served as our Vice Chairman since April 1995. He also served as President of our Domestic Operations until 2005 and as Chief Executive of the North American Technology Products Group from 2013 to 2015.

Mr. Leeds was selected to serve as a director on our Board because of his experience and depth of knowledge of the Company and the direct marketing and industrial products industries, his role in developing and managing our business strategies and operations, as well as his exceptional business judgment.

Anesa T. Chaibi

Chief Executive

Officer

Principal Occupation and Positions Held

•Age: 59

•Year in which First Elected a Director: 2025

•Committee(s) Served: None

•Principal Occupation and Other Information: Ms. Chaibi was appointed Chief Executive Officer of Global Industrial in February 2025. In addition to serving as a member on our Board, Ms. Chaibi is also a member of the board of directors of Advanced Drainage Systems, Inc. (NYSE: WMS), a position she has held since July 2020. Prior to joining Global Industrial, from April 2023 to February 2025, she served as Operating Partner and Chief Transformation Officer at Coalesce Capital Management, a private equity ﬁrm focused on investments in the services sector, and was a member of the board of Regal Rexnord Corporation (NYSE: RRX) from November 2014 to February 2025. Prior to her role at Coalesce Capital Management, Ms. Chaibi served as Chief Executive Officer and board member of CoolSys, Inc., a refrigeration, HVAC and sustainable energy solutions provider, from October 2021 until February 2023. She also served as Industry Advisor to the Industrial and Business Services Group of Warburg Pincus from November 2019 until October 2021, and served on the board of directors of Warburg Pincus Capital Corporation 1-A (NYSE: WPCA) from March 2021 until March 2023. Prior to joining Warburg Pincus, Ms. Chaibi served in a variety of senior management roles in the industrial sector, including President and CEO of HD Supply Facilities Maintenance for over a decade. Ms. Chaibi holds a B.S. in Chemical Engineering from West Virginia University and an M.B.A. from the Fuqua School of Business at Duke University.

Ms. Chaibi was selected to serve as a director on our Board due to her operating and executive leadership experience in the industrial B2B space.



Global Industrial Company 2026 Proxy Statement \| 11

Chad M. Lindbloom

Independent Director

Principal Occupation and Positions Held

•Age: 61

•Year in which First Elected a Director: 2017

•Committee(s) Served: Chair of the Audit Committee, Member of the Compensation Committee and the Nominating/Corporate Governance Committee

•Principal Occupation and Other Information: Mr. Lindbloom was employed by C.H. Robinson Worldwide, Inc. – one of the world’s largest third-party logistics providers – from June 1990 through March 2018 in various roles, including Chief Information Officer, Chief Financial Officer and Controller. Mr. Lindbloom holds a B.S. and M.B.A. from the Carlson School of Management at the University of Minnesota.

Mr. Lindbloom was selected to serve as a director on our Board due to his supply chain and logistics expertise, as well as his skills relating to financial statement and accounting matters.

Gary S. Michel

Independent Director

Principal Occupation and Positions Held

•Age: 63

•Year in which First Appointed a Director: 2024

•Committee(s) Served: Chair of the Compensation Committee and Member of the Audit Committee

•Principal Occupation and Other Information: Gary S. Michel previously served as president, chief executive officer and member of the board of directors of JELD-WEN Holding, Inc. from 2018 to 2022, as well as chair of its board of directors from 2021 to 2022. Mr. Michel previously worked at Honeywell International, Inc., where he served as the president and chief executive officer of the Home and Building Technologies strategic business group from 2017 to 2018. He began his career at Ingersoll Rand, where he spent 33 years, most recently as senior vice president and president of its residential heating, ventilation and air conditioning business. Gary holds a B.S. from Virginia Tech and an M.B.A. from the University of Phoenix.

Mr. Michel was selected to serve as a director on our Board due to his extensive manufacturing and distribution industry experience, as well as his management, financial and leadership skills.



12 \| Global Industrial Company 2026 Proxy Statement

Paul S. Pearlman

Independent Director

Principal Occupation and Positions Held

•Age: 72

•Year in which First Elected a Director: 2019

•Committee(s) Served: Chair of the Nominating/Corporate Governance Committee; Member of the Audit Committee and the Compensation Committee

•Principal Occupation and Other Information: Since March 2020, Mr. Pearlman has been a partner in Zeughauser Group, LLC, a nationally prominent law firm and management consulting firm. From August 2000 through December 2019, Mr. Pearlman was the Managing Partner of Kramer Levin Naftalis & Frankel LLP, a New York City headquartered international law firm and Mr. Pearlman continued to serve as Counsel, Managing Partner Emeritus in the firm until January 31, 2022. Prior thereto, he was a partner in the firm practicing in the areas of private equity and corporate restructuring. Mr. Pearlman is a 1978 cum laude graduate of St. John’s University School of Law and a 1975 graduate of George Washington University.

Mr. Pearlman was selected to serve as a director on our Board due to his business and legal experience and acumen as well as his management, financial and leadership skills as the head of a prominent international law firm.

Robert D. Rosenthal

Independent Director

Principal Occupation and Positions Held

•Age: 77

•Year in which First Elected a Director: 1995

•Committee(s) Served: Member of the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee and the Executive Committee

•Principal Occupation and Other Information: Robert D. Rosenthal has been the lead independent director since October 2006. Mr. Rosenthal is Chairman and Chief Executive Officer of First Long Island Investors LLC, which he co-founded in 1983. Mr. Rosenthal is the Chairman and CEO of a wealth management company that invests in numerous public companies and is also an attorney and member of the bar of the State of New York. Mr. Rosenthal is a 1971 cum laude graduate of Boston University and a 1974 graduate of Hofstra University Law School.

Mr. Rosenthal was selected to serve as a director on our Board due to his financial, investment and legal experience and acumen.

The Board of Directors unanimously recommends a vote "FOR" the election of all nominees named above.



Global Industrial Company 2026 Proxy Statement \| 13

Corporate Governance

Corporate Governance Overview

The business and affairs of the Company are managed under the direction of our Board, as provided by Delaware law, and the Company conducts its business through meetings of the Board and its three independent committees: the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee.

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Some notable features of our corporate governance are summarized as follows:


WHAT WE DO:		WHAT WE DON'T DO:
✓	All Board Committees Composed 100% of Independent Directors: Our Board’s principal committees, Audit, Compensation and Nominating/Corporate Governance, are composed entirely of independent directors.	X	No Supermajority Voting Requirements: The Company does not have any supermajority voting provisions in its organizational documents.
✓	Active Board and/or Committee Oversight of Risk Management, Cybersecurity and Artificial Intelligence: Our Audit Committee oversees cybersecurity and AI as a recurring agenda item. The full Board is responsible for the oversight of the Company’s risk management process. We consider risk management an essential part of business and operations planning	X	No Poison Pill: The Company does not have a “poison pill” or a stockholder rights plan in place.
✓	Annual Say-on-Pay Vote: At our 2023 annual meeting, our stockholders approved our Board's recommendation of holding a Say-on-Pay advisory vote on an annual basis, rather than every three years. In keeping with the Company’s commitment to good governance and based on the results of the stockholders’ vote at our 2023 annual meeting, the Board unanimously voted to adopt an annual Say-on-Pay advisory vote. This adoption is in line with guidance from stockholder advisory firms that supports annual Say-on-Pay voting in order to ensure accountability to stockholders by inviting constructive feedback on executive pay programs in a timely fashion. At our 2025 annual meeting, our stockholders provided a clear endorsement of the Company’s pay for performance alignment, with approximately 96.9% voting in favor of our executive compensation.	X	No Classified Board: All of our directors are elected annually for one-year terms and require a plurality vote to be reelected.
✓	Lead Independent Director, Regular Executive Sessions of Independent Directors, and Rotation of Committee Leadership: Our Lead Independent Director and the other independent directors of our Board are actively involved in corporate governance matters and, as with each of the Board’s principal committees, routinely meet in executive session without management several times during the year. Additionally, as a matter of good governance, we rotated leadership of two of our three principal committees among our independent directors to ensure enfranchisement of new perspectives.	X	No Material Restrictions on Stockholder Rights: There are no material restrictions on our stockholders’ right to call special meetings.
✓	Annual Board and Committee Self-Evaluations: The Board and each of its principal committees conduct annual evaluations to determine whether it and its committees are functioning effectively. As part of this annual self-evaluation, the Board evaluates whether the current leadership structure continues to be optimal for Global Industrial and our stockholders.	X	No Overboarded Directors: None of our directors serve on any other public company board, enabling them to bring sufficient focus and commitment to oversight of the Company's strategy and operations.



14 \| Global Industrial Company 2026 Proxy Statement

Commitment to Stockholder Engagement

We appreciate and value the feedback of our stockholders and engage with them throughout the year, not just in advance of proxy season. In 2025, management engaged in several meetings with our stockholders, including meetings, in-person facilities tours, telephone calls, video conferences and written correspondence. During this stockholder outreach, we make a point of providing direct access to our most senior leadership, including our CEO and CFO, and in some cases, members of our Board, such as our Lead Independent Director and Nominating/Corporate Governance Committee Chair. Specifically, we invite the input of our stockholders to better appreciate their perspectives on governance, performance and strategic issues. We accord great weight to our stockholders’ concerns.

At our 2023 annual meeting, our stockholders approved our Board's recommendation of holding a Say-on-Pay advisory vote on an annual basis, rather than every three years. In keeping with the Company’s commitment to good governance and based on the results of the stockholders’ vote at our 2023 annual meeting, the Board unanimously voted to adopt an annual Say-on-Pay advisory vote. This adoption is in line with guidance from stockholder advisory firms that supports annual Say-on-Pay voting in order to ensure accountability to stockholders by inviting constructive feedback on executive pay programs in a timely fashion. At our 2025 annual meeting, our stockholders provided a clear endorsement of the Company’s pay for performance alignment, with approximately 96.9% voting in favor of our executive compensation.

We will continue to engage with our investors to receive constructive feedback on governance and other topics and to provide disclosure to our stockholders detailing our progress in these pursuits.

Corporate Governance Documents

We maintain a corporate governance page on our website that includes key documents relating to our corporate governance, including our:

• Corporate Governance Guidelines and Principles;

• Corporate Ethics Policy;

• Charter of the Audit Committee;

• Charter of the Compensation Committee; and

• Charter of the Nominating/Corporate Governance Committee.

Each of these corporate governance documents is available on our website, www.globalindustrial.com, under “Investor Relations—Governance—Governance Documents.” The documents noted above will also be provided without charge to any stockholder who requests them. We annually review our corporate governance policies, and regularly monitor emerging developments in corporate governance and enhance our policies and procedures to conform with current thinking on best practices when our Board determines that it would benefit our Company and our stockholders to do so. In 2025, we conducted our annual review of our various corporate policies to ensure they are in keeping with current thinking on best practices.

Board Composition

Our Board currently consists of eight members, four of whom are independent under the rules of the SEC and NYSE. Our Board is led by Executive Chairman Richard B. Leeds and Vice Chairmen Bruce Leeds and Robert Leeds. Our independent directors have designated Robert D. Rosenthal to be the Lead Independent Director.

Board Leadership Structure

Although the Board does not have an express policy on whether or not the roles of CEO and Executive Chairman of the Board should be separate and if they are to be separate, whether the Executive Chairman of the Board should be selected from the non-management directors or be an employee, the Board believes that it should have the flexibility to make a determination from time to time in a manner that is in the best interests of Global Industrial and our stockholders at the time of such determination.



Global Industrial Company 2026 Proxy Statement \| 15

Our Board believes that the most effective Board leadership structure for Global Industrial at present is for the roles of CEO and Executive Chairman of the Board to be separate. Further, the Board believes that our Executive Chairman and two Vice Chairmen should also have management roles, so that our Executive Chairman and Vice Chairmen remain in closer touch with the operations of our business and, together with our CEO, can focus their attention on different aspects of the strategic and operational mission of Global Industrial, according to their respective areas of expertise.

The Board believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback provided during Board meetings, the independent directors have regular executive sessions. Following an executive session of independent directors, the Lead Independent Director acts as a liaison between the independent directors and the Executive Chairman regarding any specific feedback or issues, provides the Executive Chairman with input regarding agenda items for Board and Committee meetings, and coordinates with the Executive Chairman regarding information to be provided to the independent directors in performing their duties.

Our Corporate Governance Guidelines provide the flexibility for our Board to modify or continue our leadership structure in the future, as it deems appropriate.

Identification and Evaluation of Director Candidates

The Nominating/Corporate Governance Committee solicits recommendations for Board candidates from a number of

sources, including our current directors, our officers and individuals personally known to the members of the Board. The Nominating/Corporate Governance Committee will consider candidates submitted by stockholders when submitted in accordance with our bylaws and applicable law. The Nominating/Corporate Governance Committee will consider all candidates identified through the processes described above and will evaluate each of them on the same basis. The level of consideration that the Nominating/Corporate Governance Committee will extend to a stockholder’s candidate will be commensurate with the quality and quantity of information about the candidate that the nominating stockholder makes available to the Nominating/Corporate Governance Committee.

In nominating candidates, the Nominating/Corporate Governance Committee takes into consideration such factors as it deems appropriate, such as the experience, skills and background of candidates that are likely to complement the Board’s existing composition of continuing directors and facilitate and enhance the Board’s ability to oversee and monitor Global Industrial's business and affairs. While a candidate’s overall ability and experience will determine the candidate’s suitability, the Nominating/Corporate Governance Committee’s assessment of director candidates places primary emphasis on the following criteria:

•for non-management directors, independence;

•personal and professional ethics, integrity, values and judgment;

•leadership skills;

•strategic thinking;

•ability and willingness to devote sufficient time to carrying out the duties and responsibilities of the Board;

•breadth of knowledge about matters affecting the industry;

•the needs of the Company with respect to the particular talents and experience of its directors and the interplay of the candidate’s experience with that of other Board members; and

•diversity of viewpoints, backgrounds and experience.



16 \| Global Industrial Company 2026 Proxy Statement

Board Experience and Skills

We believe that the current mix of independent directors and non-independent directors that make up our Board, along with the independent oversight of our Lead Independent Director, benefits the Company and our stockholders. Our director nominees represent a range of perspectives, including with respect to attributes, skills and experience, as detailed below. A particular director nominee may possess additional experience, attributes, or skills, even if not indicated below.


			Experience and Skills			% of Directors
			Business Management/Executive Leadership Experience Directors with prior experience in executive leadership positions bring the qualifications and skills to develop and oversee our strategy, to create and drive long-term value and to identify, motivate and retain individual leaders.			100%
			Business Ethics, Integrity and Values A high level of understanding of business ethics is critical to a director’s oversight function on the Board.			100%
			Corporate Governance/Public Company Experience Directors who have served on other public company boards have experience overseeing and providing insight and guidance to management and bring critical knowledge of governance to our organization.			100%
			Risk Assessment and Risk Management Directors with experience assessing and managing risk bring skills critical to the Board’s oversight of our risk assessment and risk management programs.			100%
			Industry or Customer Base Experience Directors with leadership and/or operational experience in industries relevant to our business bring practical understanding of our business and effective oversight of implementation of strategy.			100%
			Financial, Audit and Accounting Expertise Financial, audit and accounting expertise, particularly knowledge of finance and financial reporting processes, is critical to understanding and evaluating our capital structure and overseeing the preparation of our financial statements and internal controls over financial reporting.			100%



Global Industrial Company 2026 Proxy Statement \| 17

Board and Committee Performance Self-Evaluations

To optimize the performance of the Board and its committees each year, the Board and its principal committees conduct a robust annual self-assessment that elicits candid feedback on the performance and effectiveness of the Board and its principal committees, as well as on the efficacy of the self-evaluation process itself. As part of this self-assessment, directors are asked to consider the Board’s composition and structure, key responsibilities and meetings, among other criteria. Each committee separately conducts its own assessment, and in assessing its structure and performance, considers its role and the responsibilities articulated in its committee charter, the composition of the committee and the conduct of committee meetings. Throughout the year, the Board and each of its principal committees routinely use a portion of their regularly scheduled executive sessions to examine the degree and effectiveness of their oversight functions and continually explore opportunities for self-improvement.

Director Independence

In connection with its annual review of director independence, the Board has determined that each of Messrs. Lindbloom, Michel, Pearlman and Rosenthal has no material relationship with the Company (directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and meets the standards for independence required by the NYSE and SEC rules. The Board has not adopted any other categorical standards of materiality for independence purposes.

Among other factors, the Board based its determination on:

ü the absence of any of the express disqualifying criteria relating to director independence set forth in Section 303A of the Corporate Governance Rules of the NYSE;

ü the criteria for independence required of audit committee directors by Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

ü information provided by the directors to Global Industrial, which did not indicate any relationships (e.g., commercial, industrial, banking, consulting, legal, accounting, charitable, or familial) which would impair the independence of any of the non-management directors.

In making its determination, the Board took into consideration that: (i) certain Global Industrial directors and executive officers have invested funds with or through a private investment firm, of which Mr. Rosenthal is Chairman and CEO (and which firm receives fees in respect of such investments), and may continue to do so in the future; and (ii) Mr. Rosenthal is on the board of directors or is a trustee of several entities that are part of the Northwell Health complex of hospitals, clinics and healthcare providers, to which Global Industrial sells products on an arm’s length basis, without Mr. Rosenthal’s involvement, and that Mr. Rosenthal has no financial or other interest in any such transactions. The Board determined that such relationships were not material and did not vitiate the independence of Mr. Rosenthal.

As a “controlled company,” Global Industrial is exempt from the NYSE requirement that listed companies have a majority of independent directors. A “controlled company” is defined by the NYSE as a company of which more than 50% of the voting power for the election of directors is held by an individual, group or other company. Global Industrial is a “controlled company” in that more than 50% of the voting stock for the election of directors of Global Industrial, in the aggregate, is owned by certain members of the Leeds family (including Messrs. Richard, Bruce and Robert Leeds, each of whom is an officer and director of Global Industrial) and certain Leeds family trusts and other entities controlled by them (collectively, the “Leeds Group”). The members of the Leeds Group have entered into a Stockholders Agreement with respect to certain shares they each own. For more information, see Related Party Transactions on page 63 of this Proxy Statement.



18 \| Global Industrial Company 2026 Proxy Statement

Risk Oversight

Active Board and/or Committee Oversight of Risk Management, Cybersecurity and Artificial Intelligence

Risk management is a recurring quarterly Board agenda item and is considered part of business and operations planning.

Our Audit Committee has primary responsibility for cybersecurity oversight. Cybersecurity risk is assessed and tracked as a significant risk faced by the Company and is closely managed along key risk indicators covering security maturity, risk exposure and security operations. Performance against these indicators is regularly measured and discussed, among other things, in our Board reporting.

In February 2023, oversight of cybersecurity initiatives was formalized as a recurring agenda item for the Audit Committee, and beginning in August 2024, oversight of AI was formalized as a recurring agenda item for the Audit Committee.

Delegation to Board Committees

The Board has delegated to each of its principal committees oversight of certain aspects of our risk management process.

Among its duties, the Audit Committee reviews with management (a) processes with respect to risk assessment and management of risks that may be material to Global Industrial, (b) our system of disclosure controls and system of internal controls over financial reporting and (c) our compliance with legal and regulatory requirements.

The Compensation Committee is responsible for considering and working together with the Audit Committee regarding the compensation policies for all our employees in the context of how such policies affect and promote our risk management goals and objectives.

The Nominating/Corporate Governance Committee is responsible for overseeing any transactions between the Company and any related party and any other potential conflicts of interest situations on an ongoing basis in accordance with Company's policies and procedures.

All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Day-to-Day Risk Management

Our senior management is responsible for day-to-day risk management.

Our Internal Audit Department serves as the primary monitoring and testing function for Company-wide policies and procedures and manages the day-to-day oversight of the risk management strategy for the ongoing business of Global Industrial. This oversight includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels. From time to time, the Internal Audit Department uses third-party professionals, to contribute specialized expertise as needed to perform assessments and fashion recommendations. The Vice President, Internal Audit reports directly to our Audit Committee quarterly and works closely with our CFO on matters that may impact our exposure to risk.

We believe the division of risk management responsibilities described above is an effective strategy for addressing the risks facing Global Industrial and that our Board leadership structure supports this approach.

No Director Overboarding

In order to stay aligned with best practices and to ensure the appropriate level of commitment, we endeavor to ensure that our Board members are not overboarded. None of our directors serve on more than one other public company board in addition to ours, enabling them to bring sufficient focus and commitment to oversight of the Company's strategy and operations.



Global Industrial Company 2026 Proxy Statement \| 19

New Director Orientation

Orientation and onboarding of new directors is overseen by the Nominating/Corporate Governance Committee. New directors are required to complete a series of annual compliance questionnaires and financial disclosures, as well as familiarize themselves with the Company’s governance practices and procedures. As opportunities allow, directors are encouraged to participate in on-site facilities tours to gain a heightened understanding of the Company’s operations.

Board Meetings

Our Board held eight meetings in fiscal year 2025. All of the directors attended at least 75% of the meetings of the Board and the respective committees of the Board on which they were members.

SEC Form DEF 14A filed by Global Industrial Company