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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June
20, 2024
Global Net Lease, Inc.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
001-37390 |
|
45-2771978 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 650 Fifth Avenue, 30th Floor |
|
|
| New York, New York |
|
10019 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code: (332) 265-2020
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Common
Stock, $0.01 par value per share |
|
GNL |
|
New York Stock Exchange |
| 7.25%
Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
|
GNL PR A |
|
New York Stock Exchange |
| 6.875%
Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
GNL PR B |
|
New York Stock Exchange |
| 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par
value per share |
|
GNL PR D |
|
New York Stock Exchange |
| 7.375%
Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
GNL PR E |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item
7.01 Regulation FD Disclosure.
Preferred Stock Dividends
On June 20, 2024, Global
Net Lease, Inc. (the “Company”) issued a press release announcing the declaration of a dividend of $0.453125 per share payable
on July 15, 2024 to holders of record of shares of the Company’s 7.25% Series A Cumulative Redeemable Preferred Stock at the close
of business on July 5, 2024.
The Company also announced
the declaration of a dividend of $0.4296875 per share payable on July 15, 2024 to holders of record of shares of the Company’s 6.875%
Series B Cumulative Redeemable Perpetual Preferred Stock at the close of business on July 5, 2024.
In addition, the Company
announced the declaration of a dividend of $0.46875 per share payable on July 15, 2024 to holders of record of shares of the Company’s
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock at the close of business on July 5, 2024.
Additionally, the Company
announced the declaration of a dividend of $0.4609375 per share payable on July 15, 2024 to holders of record of shares of the Company’s
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock at the close of business on July 5, 2024.
A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for any purpose,
including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by
reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language
in such filing.
The statements in this
Current Report on Form 8-K that are not historical facts may be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially
different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,”
“expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,”
“intends,” “would,” “could,” “should” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements
are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could
cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties
include the risks associated with realization of the anticipated benefits of the merger with The Necessity Retail REIT, Inc. and the internalization
of the Company’s property management and advisory functions; that any potential future acquisition or disposition by the Company
is subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all. Some of
the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially
from those presented in its forward-looking statements are set forth in the Risk Factors and “Quantitative and Qualitative Disclosures
About Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its
other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated
from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results over time, unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
GLOBAL NET LEASE, INC. |
| |
|
|
|
| Date: |
June 20, 2024 |
By: |
/s/ Edward M. Weil, Jr. |
| |
|
Name: |
Edward M. Weil, Jr. |
| |
|
Title: |
Chief Executive Officer and President (Principal Executive Officer) |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Global Net Lease, Inc.
Announces Preferred Stock Dividends
NEW YORK, June 20, 2024 – Global Net Lease, Inc. (“GNL”
or the “Company”) (NYSE: GNL/ GNL PRA / GNL PRB / GNL PRD / GNL PRE) announced today that it declared quarterly dividends
on its outstanding preferred stock. Specifically, GNL declared (i) a dividend of $0.453125 per share on its 7.25% Series A Cumulative
Redeemable Preferred Stock (“Series A Preferred Stock”), payable on July 15, 2024, to holders of record of shares of its Series
A Preferred Stock at the close of business on July 5, 2024, (ii) a dividend of $0.4296875 per share on its 6.875% Series B Cumulative
Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”) payable on July 15, 2024 to holders of record of shares
of its Series B Preferred Stock at the close of business on July 5, 2024, (iii) a dividend of $0.46875 per share on its 7.50% Series D
Cumulative Redeemable Perpetual Preferred Stock (“Series D Preferred Stock”) payable on July 15, 2024 to holders of record
of shares of its Series D Preferred Stock at the close of business on July 5, 2024, and (iv) a dividend of $0.4609375 per share on its
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock (“Series E Preferred Stock”) payable on July 15, 2024 to holders
of record of shares of its Series E Preferred Stock at the close of business on July 5, 2024.
About Global Net Lease, Inc.
Global Net Lease, Inc. is a publicly traded real
estate investment trust listed on the NYSE, which focuses on acquiring and managing a global portfolio of income producing net lease
assets across the United States, and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
Important Notice
The statements in this press release that are
not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as
"may," "will," "seeks," "anticipates," "believes," "expects," "estimates,"
"projects," “potential,” “predicts,” "plans," "intends," “would,” “could,”
"should" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many
of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated
by the forward-looking statements. These risks and uncertainties include the risks associated with realization of the anticipated benefits
of the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions;
that any potential future acquisition or disposition by the Company is subject to market conditions and capital availability and may not
be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties,
that could cause the Company’s actual results to differ materially from those presented in its forward-looking statements are set
forth in the Risk Factors and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s
Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission,
as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further,
forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking
statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless
required by law.
Contacts:
Investor Relations
|
Email: investorrelations@globalnetlease.com
Phone: (332) 265-2020 |
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