UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

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))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

GLOBAL NET LEASE, INC.

(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 all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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April 7, 2026

Dear Fellow GNL Stockholders,

I am pleased to invite you to the 2026 Annual Meeting of Stockholders of Global Net Lease, Inc., a Maryland corporation (“we,” “us,” “our,” or “GNL”), which will be held virtually on May 21, 2026 commencing at 1:00 p.m. Eastern Time. The items of business are listed in the following Notice of Annual Meeting of Stockholders. We encourage you to review the information contained in the proxy statement to follow, which provides an overview of our 2025 achievements, as well as our corporate governance practices and compensation program.

As you review the proxy statement, we are proud to report that the transformation we set in motion two years ago is delivering meaningful results for stockholders.

In 2025, we achieved a total stockholder return of 32%, well ahead of our net lease peers, a milestone that reflects the disciplined work of our management team and our board of directors to fundamentally reshape this company. Since completing GNL's conversion to an internally managed REIT in 2023, we have pursued a clear and consistent mandate to build a simpler, stronger, more focused business capable of generating durable long-term value. Through deliberate and disciplined action, we have materially improved our portfolio quality, strengthened our balance sheet, and reduced our cost of capital. The progress we have made over the past two years gives us confidence in the path ahead.

The centerpiece of our transformation in 2025 was the $1.8 billion sale of our multi-tenant retail portfolio, which repositioned GNL as a pure-play single-tenant net lease company. The goal of this transaction was not simply to reduce debt and complexity, but to sharpen our focus on the kind of high-quality, long-duration, investment-grade tenancy that we believe creates the most resilient and valuable net lease platform. That conviction was reinforced by the fourth-quarter sale of the McLaren campus at a meaningful premium to our original purchase price.

This portfolio work led to substantial progress strengthening our balance sheet. Over the course of 2025, we reduced our net debt balance by $2.2 billion and refinanced our revolving credit facility on improved terms. As a result, S&P Global upgraded our corporate credit rating to BB+ and Fitch Ratings upgraded our corporate credit rating to investment grade BBB-, a significant milestone that we have been working toward since our conversion to an internally-managed REIT, and one that meaningfully expands our financial flexibility and lowers our cost of capital going forward.

Our 2025 financial results reflected the positive transformation underway. Full-year AFFO of $0.99 per share exceeded our revised 2025 guidance, and GNL’s underlying portfolio ended the year with a sector-leading 66% of annualized straight-line rent from investment-grade or implied investment-grade tenants. We were prudent on the capital allocation front, as asset sales not only reduced debt but also gave us the flexibility to pursue other value-enhancing initiatives, including repurchasing our shares at prices we believed offered compelling value relative to other uses of capital. Throughout this process, we balanced accretive share repurchases with continued deleveraging in a manner we believe supports long-term stockholder value.

We also continue to strive to maintain the highest standards of corporate governance and transparency. The experienced members of our board of directors provide invaluable guidance and oversight across all areas of our organization. Through active stockholder engagement, we will continue to incorporate investor perspectives into our governance, compensation, and sustainability practices.

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As we look ahead to the remainder of 2026, we are genuinely optimistic. We believe we have a more resilient portfolio, a stronger balance sheet, and the financial flexibility to be selective in how we deploy capital. Our near-term priority is to continue to reduce exposure to office assets and redeploy the proceeds into accretive acquisitions of industrial and retail assets that are expected to strengthen our earnings profile. The valuation gap between GNL and our peers narrowed considerably in 2025, and I believe we have a clear path to closing it further through continued execution of our corporate strategy.

I want to express my sincere gratitude to our dedicated employees and our board of directors for their tireless efforts to drive our strong results. Most importantly, to our valued investors – thank you for your partnership, trust, and continued confidence and support. We remain focused on thoughtful execution to drive long-term value creation.

Sincerely,

/s/ Edward M. Weil, Jr.

Edward M. Weil, Jr.

Chief Executive Officer and President

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NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON MAY 21, 2026

April 7, 2026

To the Stockholders of Global Net Lease, Inc.:

I am pleased to invite you to the 2026 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “Annual Meeting”) of Global Net Lease, Inc., a Maryland corporation (the “Company”), which is scheduled to be held at 1:00 p.m. Eastern Time on May 21, 2026. The Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast. You will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via the live webcast by visiting www.virtualshareholdermeeting.com/GNL2026.

If you plan to attend the Annual Meeting online, you will need the control number included on your proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 1:00 p.m. Online check-in will begin at 12:45 p.m. Eastern Time and you should allow ample time for the online check-in procedures.

At the Annual Meeting, you will be asked to consider and vote on the following matters, as more fully described in the proxy statement accompanying this Notice of the Annual Meeting:

(1)	the election of eight persons to serve on our board of directors (the “Board of Directors” or the “Board”), each to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualify,

(2)	the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026,

(3)	a proposal to adopt a non-binding advisory resolution approving the executive compensation for our named executive officers as described herein and

(4)	the transaction of such other matters as may properly come before the Annual Meeting.

The Board of Directors has fixed the close of business on March 24, 2026 (the “Record Date”) as the record date for the Annual Meeting. Only record holders of shares of the Company’s common stock, par value $0.01 per share, at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the close of business on the Record Date instead of paper copies of our proxy statement and the Annual Report to Stockholders for the year ended December 31, 2025 (our “2025 Annual Report”). The Notice contains instructions on how to access those documents via the Internet. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2025 Annual Report and proxy card. The Notice, proxy statement and form of proxy are being distributed and made available on the Internet on or about April 7, 2026.

You are cordially invited to attend the Annual Meeting. Regardless of whether you own a few or many shares and whether you plan to attend the Annual Meeting, it is important that your shares be voted on matters that come before the Annual Meeting. Your vote is very important. Stockholders may vote their shares (1) at the virtual Annual Meeting, (2) by telephone, (3) through the Internet in advance, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone at 1-800-690-6903 or through the Internet (including voting deadlines) are included in the Notice and in the proxy card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice, in the section titled “Questions and Answers About the Annual Meeting and Voting” of the proxy statement or on the proxy card. Whether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice or the proxy card you received in the mail.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON May 21, 2026:

The Notice of Internet Availability of Proxy Materials, Notice of Meeting, Proxy Statement and

2025 Annual Report to Stockholders are available free of charge at www.proxyvote.com.

By Order of the Board of Directors,

/s/ Christopher J. Masterson

Christopher J. Masterson

Chief Financial Officer, Treasurer and Secretary

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GLOBAL NET LEASE, INC.

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	Proxy Statement			1
	Proxy Summary			2
	Questions And Answers About the Annual Meeting and Voting			4
	Board Of Directors, Executive Officers and Corporate Governance			10
	Compensation Of Directors			22
	Compensation Discussion and Analysis

SEC Form DEF 14A filed by Global Net Lease Inc.