S-8 1 ef20067940_s8.htm S-8

As filed with the U.S. Securities and Exchange Commission on March 16, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Global Ship Lease, Inc.

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o GSL Enterprises Ltd.

9 Irodou Attikou Street

Kifisia, Athens

Greece, 14561

(Address, including zip code, of Principal Executive Offices)

Global Ship Lease, Inc. 2019 Omnibus Incentive Plan

(Full title of the plan)

Watson Farley & Williams LLP

Attention: Filana R. Silberberg, Esq.

120 West 45th Street

New York, New York 10036

(212) 922-2225

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financing accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Explanatory Note

Global Ship Lease, Inc., a Marshall Islands corporation (the “Company”), is filing this registration statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the requirements of Form S-8 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), to register an additional 2,430,000 shares of Class A common stock, par value $0.01 per share (“Common Shares”) in aggregate that are issuable pursuant to the Company’s 2019 Omnibus Incentive Plan (as amended and restated, the “Plan”). The Common Shares being registered are in addition to the 432,988 Common Shares that were registered on the Company’s Registration Statement on Form S-8 that was filed on August 20, 2021 (Registration Statement No. 333-258992), and the 1,600,000 Common Shares that were registered on the Company’s Registration Statement on Form S-8 that was filed on April 4, 2022 and amended on October 9, 2024 (Registration Statement No. 333-264113) (such registration statements together, the “Initial Registration Statements”).

The additional Common Shares being registered in this Registration Statement are of the same class as securities covered by the Initial Registration Statements, the contents of which are incorporated herein by reference in accordance with General Instruction E to Form S-8, to the extent not otherwise amended or superseded by the content of this Registration Statement.

Pursuant to Rule 429 promulgated under the Securities Act, a prospectus relating to this Registration Statement is a combined prospectus relating also to the Initial Registration Statements. In addition, this Registration Statement, which is a new registration statement, also constitutes a post-effective amendment to the Initial Registration Statements.

The combined Section 10(a) prospectus for the Plan updates, among other things, certain information regarding the Plan, including the increase in the number of Common Shares available for grant under the Plan by 2,430,000 Common Shares.

Under cover of this Registration Statement is a combined reoffer prospectus prepared in accordance with Part I of Form F-3 under the Securities Act (in accordance with Section C of the General Instructions to Form S-8). The reoffer prospectus may be used for reoffers and resales of up to an aggregate of 3,683,005 Common Shares on a continuous or delayed basis that may be deemed to be “control securities” or “restricted securities” under the Securities Act, and the rules and regulations promulgated thereunder, that were issued, or are issuable, pursuant to the Plan to certain employees, directors and/or officers of the Company identified in this Registration Statement, as may be supplemented, who are, or may be deemed to be, “affiliates” of the Company within the meaning set forth in Rule 405 under the Securities Act. The combined reoffer prospectus updates, among other things, certain information regarding the ownership of Common Shares by the selling securityholders and the number of Common Shares available for resale by each selling securityholder. Such selling securityholders may reoffer or resell all, a portion, or none of the Common Shares which have been or will be acquired pursuant to the Plan.

The inclusion of such Common Shares herein does not necessarily represent a present intention to sell any or all of such Common Shares by the selling securityholders.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in this Part I of this Registration Statement is omitted from this filing in accordance with the instructions to Part I of the Form S-8. The documents containing the information specified in Part I will be delivered to employees of the Company as required by Rule 428(b)(1).

Reoffer Prospectus

3,683,005 Shares

Global Ship Lease, Inc.

This reoffer prospectus (this “Reoffer Prospectus”) relates to the offer and sale from time to time by the selling shareholders named in this Reoffer Prospectus (the “selling securityholders”), or their permitted transferees, of up to 3,683,005 shares (the “Shares”) of Class A common stock, par value $0.01 per share (“Common Stock”), of Global Ship Lease, Inc. This Reoffer Prospectus covers the Shares acquired by or issuable to the selling securityholders pursuant to, or in settlement of, awards granted to the selling securityholders under the Global Ship Lease, Inc. 2019 Omnibus Incentive Plan (as amended and restated from time to time, the “Plan”). We are not offering any of the Shares and will not receive any proceeds from the sale of the Shares by the selling securityholders made hereunder. The selling securityholders are certain of our employees, officers, and directors who may be deemed to be an “affiliate” of our company (as defined in Rule 405 under the U.S. Securities Act of 1933, as amended (the “Securities Act”)).

Subject to the satisfaction of any conditions to vesting of the Shares offered hereby pursuant to the terms of the relevant award agreements, the selling securityholders may sell the Shares described in this Reoffer Prospectus in a number of different ways and at varying prices, including sales in the open market, sales in negotiated transactions, and sales by a combination of these methods. The selling securityholders may sell any, all, or none of the Shares and we do not know when or in what amount the selling securityholders may sell their Shares hereunder. The price at which any of the Shares may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction. The Shares may be sold at the market price of the Common Stock at the time of a sale, at prices relating to the market price over a period of time, or at prices negotiated with the buyers of Shares. The Shares may be sold through underwriters or dealers which the selling securityholders may select. If underwriters or dealers are used to sell the Shares, we will name them and describe their compensation in a prospectus supplement. We provide more information about how the selling securityholders may sell their Shares in the section titled “Plan of Distribution.” The selling securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the registration and offering that are not borne by the selling securityholders will be borne by us.

Our Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “GSL.” On March 12, 2026, the last quoted sale price for our Common Stock as reported on the NYSE was $37.42.

The U.S. Securities and Exchange Commission (the “SEC”) may take the view that, under certain circumstances, the selling securityholders and any broker-dealers or agents that participate with the selling securityholders in the distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See the section titled “Plan of Distribution.”

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 5 of this Reoffer Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Reoffer Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Reoffer Prospectus is March 16, 2026.

TABLE OF CONTENTS

	Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	5
USE OF PROCEEDS	6
SELLING SECURITYHOLDERS	7
PLAN OF DISTRIBUTION	8
LEGAL MATTERS	9
EXPERTS	9
WHERE YOU CAN FIND ADDITIONAL INFORMATION	9

You should rely only on the information contained in this Reoffer Prospectus. We have not authorized any other person to provide you with information that is different from that contained in this Reoffer Prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling securityholders are offering to sell and seeking offers to buy these securities only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Reoffer Prospectus is accurate only as of the date of this Reoffer Prospectus, regardless of the time of delivery of this Reoffer Prospectus or of any sale of our Shares. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any Shares in any jurisdiction where the offer is not permitted.

Vessel Name	Capacity in TEUs	Lightweight (tons)	Year Built	Charterer	Earliest Charter Expiry Date	Latest Charter Expiry Date ⁽²⁾	Daily Charter Rate $
CMA CGM Thalassa	11,040	38,577	2008	CMA CGM	3Q28	1Q29	47,200
ZIM Norfolk ⁽¹⁾	9,115	31,764	2015	ZIM	2Q32	4Q32	65,000 ⁽³⁾
Anthea Y ⁽¹⁾	9,115	31,890	2015	MSC	4Q28	4Q28	Footnote ⁽⁴⁾
ZIM Xiamen ⁽¹⁾	9,115	31,820	2015	ZIM	3Q32	4Q32	65,000 ⁽³⁾
Sydney Express ⁽¹⁾	9,019	31,254	2016	Hapag-Lloyd	3Q27	4Q29	Footnote ⁽⁵⁾
Istanbul Express ⁽¹⁾	9,019	31,380	2016	Hapag-Lloyd	3Q26	2Q30	Footnote ⁽⁵⁾
Bremerhaven Express ⁽¹⁾	9,019	31,199	2015	Hapag Lloyd	2Q27	3Q29	Footnote ⁽⁵⁾
Czech ⁽¹⁾	9,019	31,319	2015	Hapag-Lloyd	4Q26	3Q30	Footnote ⁽⁵⁾
MSC Tianjin	8,603	34,243	2005	MSC ⁽⁶⁾	3Q30	1Q31	Footnote ⁽⁶⁾
MSC Qingdao	8,603	34,586	2004	MSC ⁽⁶⁾	4Q30	1Q31	Footnote ⁽⁶⁾
GSL Ningbo	8,603	34,340	2004	MSC	3Q30	1Q31	Footnote ⁽⁷⁾
GSL Alexandra	8,599	37,809	2004	Maersk ⁽⁸⁾	2Q28	3Q28	Footnote ⁽⁸⁾
GSL Sofia	8,599	37,777	2003	Maersk ⁽⁸⁾	3Q28	3Q28	Footnote ⁽⁸⁾
GSL Effie	8,599	37,777	2003	Maersk ⁽⁸⁾	3Q28	3Q28	Footnote ⁽⁸⁾
GSL Lydia	8,599	37,777	2003	Maersk ⁽⁸⁾	2Q28	3Q28	Footnote ⁽⁸⁾
Lotus A	8,586	33,026	2010	CMA CGM	2Q26	3Q30	Footnote ⁽⁹⁾
Koi	8,586	33,019	2011	CMA CGM	1Q26	2Q30	Footnote ⁽⁹⁾
Cypress	8,586	33,026	2011	CMA CGM	2Q26	2Q30	Footnote ⁽⁹⁾
GSL Eleni	7,847	29,261	2004	Maersk	4Q27	2Q29	Footnote ⁽¹⁰⁾
GSL Kalliopi	7,847	29,261	2004	Maersk	1Q28	3Q29	Footnote ⁽¹⁰⁾
GSL Grania	7,847	29,261	2004	Maersk	1Q28	3Q29	Footnote ⁽¹⁰⁾
Colombia Express ⁽¹⁾	7,072	23,424	2013	Hapag-Lloyd	4Q28	1Q31	Footnote ⁽¹¹⁾
Panama Express ⁽¹⁾	7,072	23,424	2013	Hapag-Lloyd	4Q29	4Q31	Footnote ⁽¹¹⁾
Costa Rica Express ⁽¹⁾	7,072	23,424	2013	Hapag-Lloyd	2Q29	3Q31	Footnote ⁽¹¹⁾

Nicaragua Express ⁽¹⁾	7,072	23,424	2013	Hapag-Lloyd	3Q29	4Q31	Footnote ⁽¹¹⁾
CMA CGM Berlioz	7,023	26,776	2001	CMA CGM ⁽¹²⁾	3Q29	3Q29	37,750 ⁽¹²⁾
Mexico Express ⁽¹⁾	6,918	23,970	2015	Hapag-Lloyd	3Q29	4Q31	Footnote ⁽¹¹⁾
Jamaica Express ⁽¹⁾	6,918	23,915	2015	Hapag-Lloyd	3Q29	4Q31	Footnote ⁽¹¹⁾
GSL Christen	6,858	27,954	2002	Maersk	4Q27	1Q28	Footnote ⁽¹³⁾
GSL Nicoletta	6,858	28,070	2002	Maersk	1Q28	2Q28	Footnote ⁽¹³⁾
Agios Dimitrios	6,572	24,931	2011	MSC	3Q30	4Q30	Footnote ⁽⁶⁾
GSL Vinia	6,080	23,737	2004	Maersk	1Q28	4Q29	Footnote ⁽¹⁴⁾
GSL Christel Elisabeth	6,080	23,745	2004	Maersk	1Q28	3Q29	Footnote ⁽¹⁴⁾
GSL Arcadia	6,008	24,858	2000	Maersk ⁽¹⁵⁾	1Q29	2Q29	12,700 ⁽¹⁵⁾
GSL Violetta	6,008	24,873	2000	Maersk ⁽¹⁵⁾	1Q29	1Q29	12,900 ⁽¹⁵⁾
GSL Maria	6,008	24,414	2001	Maersk ⁽¹⁵⁾	1Q30	2Q30	12,700 ⁽¹⁵⁾
GSL MYNY	6,008	24,876	2000	Footnote ⁽¹⁵⁾	1Q29	2Q29	Footnote ⁽¹⁵⁾
GSL Melita	6,008	24,859	2001	Maersk ⁽¹⁵⁾	3Q29	3Q29	12,700 ⁽¹⁵⁾
GSL Tegea	5,994	24,308	2001	Maersk ⁽¹⁵⁾	3Q29	4Q29	12,700 ⁽¹⁵⁾
GSL Dorothea	5,994	24,243	2001	Maersk ⁽¹⁵⁾	3Q29	3Q29	12,700 ⁽¹⁵⁾
Ian H	5,936	25,128	2000	COSCO	4Q27	4Q27	Footnote ⁽¹⁶⁾
GSL Tripoli	5,470	22,109	2009	Maersk	3Q27	4Q27	17,250
GSL Kithira	5,470	22,259	2009	Maersk	4Q27	1Q28	17,250
GSL Tinos	5,470	22,068	2010	Maersk	3Q27	4Q27	17,250
GSL Syros	5,470	22,099	2010	Maersk	4Q27	4Q27	17,250
Orca I	5,308	20,633	2006	Footnote ⁽¹⁷⁾	3Q28	4Q28	Footnote ⁽¹⁷⁾
Dolphin II	5,095	20,596	2007	Footnote ⁽¹⁷⁾	1Q28	2Q28	Footnote ⁽¹⁷⁾
CMA CGM Alcazar	5,089	20,087	2007	CMA CGM	3Q29	4Q29	35,500 ⁽¹⁸⁾
GSL Château d’If	5,089	19,994	2007	CMA CGM	4Q29	1Q30	35,500 ⁽¹⁸⁾
GSL Susan	4,363	17,309	2008	CMA CGM	3Q27	1Q28	Footnote ⁽¹⁹⁾
CMA CGM Jamaica	4,298	17,272	2006	CMA CGM	1Q28	2Q28	Footnote ⁽¹⁹⁾
CMA CGM Sambhar	4,045	17,355	2006	CMA CGM	1Q28	2Q28	Footnote ⁽¹⁹⁾
CMA CGM America	4,045	17,355	2006	CMA CGM	1Q28	2Q28	Footnote ⁽¹⁹⁾
GSL Rossi	3,421	16,420	2012	ZIM	1Q29	2Q29	35,000 ⁽²⁰⁾
GSL Alice	3,421	16,543	2014	CMA CGM	2Q28	3Q28	31,000
GSL Eleftheria	3,421	16,642	2013	Maersk	3Q28	4Q28	33,000
GSL Melina	3,404	16,703	2013	Maersk	4Q26	4Q26	29,900
Athena	2,980	13,538	2003	MSC	2Q27	3Q27	Footnote ⁽²¹⁾
GSL Valerie	2,824	11,971	2005	ZIM	2Q27	3Q27	Footnote ⁽²²⁾
GSL Mamitsa	2,824	11,949	2007	RCL	1Q28	2Q28	28,000
GSL Lalo	2,824	11,950	2006	MSC	2Q27	3Q27	Footnote ⁽²³⁾
GSL Mercer	2,824	11,970	2007	ONE	1Q27	2Q27	Footnote ⁽²⁴⁾
GSL Elizabeth	2,741	11,530	2006	Maersk	3Q28	4Q28	20,360 ⁽²⁵⁾
Newyorker	2,635	11,463	2001	Maersk	2Q27	3Q27	Footnote ⁽²⁶⁾
Nikolas	2,635	11,370	2000	CMA CGM	4Q26	2Q27	26,000
GSL Chloe	2,546	12,212	2012	ONE	1Q27	2Q27	Footnote ⁽²⁴⁾
GSL Maren	2,546	12,243	2014	OOCL	2Q28	3Q28	16,500 ⁽²⁷⁾
Maira	2,506	11,453	2000	CMA CGM	1Q27	2Q27	26,000
Manet	2,288	11,534	2001	OOCL	3Q26	4Q26	24,000
Kumasi	2,220	11,652	2002	MSC	4Q26	1Q27	Footnote ⁽²⁸⁾
Julie	2,207	11,731	2002	MSC	3Q27	3Q27	Footnote ⁽²⁹⁾

	Number of Shares Beneficially Owned Prior to the Offering(1)					Number of Shares Being Offered**(2)		Number of Shares Beneficially Owned After the Offering
Securityholders	Number		Percent					Number		Percent
George Giouroukos		2,848,400		7.92	%		1,975,015		1,716,559		4.77	%
Michael Gross		42,759		*			30,105		34,000		*
Alain Wils		5,129		*			26,475		-		-
Menno van Lacum		23,608		*			37,163		7,791		*
Alain Pitner		15,817		*			37,163		-		-
Michael Chalkias		15,817		*			37,163		-		-
Rami Neugeborn		5,597		*			26,943		-		-
Ulrike Helfer		11,349		*			32,695		-		-
Ian Webber		77,125		*			74,802		23,669		*
Thomas A. Lister		30,723		*			593,551		-		-
Anastasios Psaropoulos		131,275		*			497,333		26,000		*
Maria Danezi		22,289		*			164,597		-		-
George Giannopoulos		7,692		*			150,000		-		-

Exhibit Number	Description of Document
4.1	Amended and Restated Articles of Incorporation of GSL Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Global Ship Lease, Inc.’s Registration Statement on Form 8-A (File No. 001-34153) filed with the SEC on March 26, 2019)

5.1	Opinion of Watson Farley & Williams LLP

23.1	Consent of PricewaterhouseCoopers S.A.

23.2	Consent of Maritime Strategies International Ltd.

23.3	Consent of Watson Farley & Williams LLP (included in Exhibit 5.1)

24.1	Power of Attorney (included in signature page hereto)

99.1	2019 Omnibus Incentive Plan, (as amended and restated on September 29, 2021, and as further amended and restated on September 25, 2025) (incorporated by reference to Exhibit 4.8 to Global Ship Lease’s Annual Report on Form 20-F filed with the SEC on March 16, 2026)

107.1	Filing Fee Table

GLOBAL SHIP LEASE, INC.

By:	/s/ Thomas A. Lister
	Name:	Thomas A. Lister
	Title:	Chief Executive Officer

/s/ George Giouroukos		Executive Chairman
George Giouroukos

/s/ Thomas A. Lister		Chief Executive Officer (Principal Executive Officer)
Thomas A. Lister

/s/ Anastasios Psaropoulos		Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)
Anastasios Psaropoulos

/s/ Michael S. Gross		Director
Michael S. Gross

/s/ Alain Wils		Director
Alain Wils

/s/ Ulrike Helfer		Director
Ulrike Helfer

/s/ Michael Chalkias		Director
Michael Chalkias

/s/ Yoram (Rami) Neugeborn		Director
Yoram (Rami) Neugeborn

/s/ Alain Pitner		Director
Alain Pitner

/s/ Menno van Lacum		Director
Menno van Lacum

/s/ Ian J. Webber		Director
Ian J. Webber

PUGLISI & ASSOCIATES

By:	/s/ Donald J. Puglisi

	Name:	Donald J. Puglisi
	Title:	Managing Director

SEC Form S-8 filed by Global Ship Lease Inc New