At the Company’s 2025 annual meeting of stockholders held on May 22, 2025, the Company’s stockholders approved the 2025 Omnibus Incentive Compensation Plan of Global Net Lease, Inc. (the “2025 Equity Plan”). The 2025 Equity Plan is a successor to the Company’s 2021 Omnibus Incentive Compensation Plan (the “2021 Equity Plan”), which was approved by the Company’s stockholders at the 2021 annual meeting of stockholders held on April 12, 2021.

The Company replaced the 2021 Equity Plan as a result of its prior grant of equity awards representing, in the aggregate, the entirety of the 6,300,000 shares of Common Stock reserved for issuance under the 2021 Equity Plan. Because the Company granted awards representing, in the aggregate, the entirety of the shares of Common Stock reserved for issuance under the 2021 Equity Plan, it could no longer make additional awards under the 2021 Equity Plan. The employees of the Former Advisor and its affiliates were also eligible to participate in the Company’s employee and director incentive restricted share plan (the “Restricted Share Plan”).

Upon approval of the 2025 Equity Plan, the total number of shares of Common Stock that are available for issuance or subject to awards is 8,000,000. Awards under the 2025 Equity Plan may be made in the form of Restricted Shares, RSUs, stock options, stock appreciation rights, performance awards (which may be either performance share units, performance units, or performance-based restricted stock), awards of shares not subject to forfeiture or other conditions, LTIP Units and other equity awards. Awards may be granted under the 2025 Equity Plan through May 22, 2035, 10 years following the date the Company’s stockholders approved the 2025 Equity Plan.

RSUs represent a contingent right to receive shares of Common Stock at a future settlement date, subject to satisfaction of applicable vesting conditions or other restrictions and an award agreement evidencing the grant of RSUs. The RSUs provide for vesting on a straight-line basis over a specified period of time for each award. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the RSUs are settled in, or converted into, the shares of Common Stock. The fair value of the RSUs granted is based on the market price of Common Stock as of the grant date. The fair value of the equity awards is expensed over the vesting period.


	Number of RSUs	Weighted-Average Issue Price
Unvested, December 31, 2024	1,248,179	$	7.89
Vested	(342,406)	7.96
Granted	986,582	7.39
Forfeitures	(22,354)	8.17
Unvested, September 30, 2025	1,870,001	7.61


	Number of RSUs	Weighted-Average Issue Price
Unvested, December 31, 2023	535,768	$	9.09
Vested	(56,693)	9.63
Granted	642,152	7.52
Forfeitures	(29,033)	8.10
Unvested, September 30, 2024	1,092,194	8.17

Restricted Shares are shares of Common Stock awarded under terms that provide for vesting over a specified period of time. Holders of Restricted Shares receive nonforfeitable cash dividends prior to the time that the restrictions on the Restricted Shares have lapsed. Any dividends to holders of Restricted Shares payable in shares of Common Stock are subject to the same restrictions as the underlying Restricted Shares. Restricted Shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested.

The Restricted Shares granted to the then employees of the Former Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested Restricted Shares will be forfeited if the holder’s employment terminates for any reason. Upon a change in control of the Company, 50% of the unvested Restricted Shares will immediately vest and the remaining unvested Restricted Shares will be forfeited.

The following table reflects the activity of Restricted Shares outstanding for the periods presented that impacted the Company:


	Number of Restricted Shares	Weighted-Average Issue Price
Unvested, December 31, 2024	334,642	$	11.88
Vested	(153,195)	9.61
Granted	—	—
Forfeitures	(11,249)	10.22
Unvested, September 30, 2025	170,198	14.03


	Number of Restricted Shares	Weighted-Average Issue Price
Unvested, December 31, 2023	565,620	$	12.14
Vested	(179,228)	13.01
Granted	—	—
Forfeitures	(49,500)	10.87
Unvested, September 30, 2024	336,892	11.86

In November 2023 and January 2025, the Compensation Committee approved awards of PSUs (the “2023 PSUs” and the “2025 PSUs”, respectively) pursuant to the 2021 Equity Plan to full-time employees of the Company. PSUs may be earned and become vested if the Company’s performance meets certain criteria (see below for more detail) over a three-year period performance period (the “PSU Performance Period”).

The PSU Performance Period for the 2025 PSUs began on January 1, 2025 and ends on December 31, 2027 (the “2025 PSU Measurement Date”) and is generally subject to the applicable employee’s continued employment through the 2025 PSU Measurement Date.

Under accounting rules, the total fair value of the 2025 PSUs granted at the maximum level under the 2021 Equity Plan totaled $6.2 million and was fixed as of January 10, 2025, the date that the Board approved the award of the 2025 PSUs under the 2021 Equity Plan (the “2025 PSU Grant Date”). The fair value will not be remeasured in subsequent periods unless the 2025 PSUs are amended or there is a change in the expectation for the three-year debt reduction (net debt to adjusted EBITDA) performance metric. The fair value of the 2025 PSUs that were granted is being recorded evenly over the requisite service period which is approximately 3.0 years from January 13, 2025, ending on the 2025 PSU Measurement Date.

The ultimate amount of 2025 PSUs that may become earned and vested on the 2025 PSU Measurement Date will equal the sum of: (i) 2025 PSUs earned based on the Company’s debt reduction over a three year period; (ii) 2025 PSUs earned by comparing the Company’s TSR to a custom designed net lease peer group consisting of Agree Realty Corporation, Broadstone Net Lease, Inc., EPR Properties, Essential Properties Realty Trust, Inc., Four Corners Property Trust, Inc., Getty Realty Corp., Gladstone Commercial Corporation, LXP Industrial Trust, NETSTREIT Corp., NNN REIT Inc., Orion Office REIT Inc., Peakstone Realty Trust and W.P. Carey Inc. (the “2025 Custom Net Lease Peer Group”); and (iii) 2025 PSUs earned by achievement of certain TSR levels (the “2025 Company TSR”).


	Target 2025 PSUs	Percentage of Target 2025 PSUs Earned		Number of 2025 PSUs Earned
Three-Year Debt Reduction (Net Debt to Adjusted EBITDA)
Net debt to adjusted EBITDA greater than 6.7x (Below Threshold)	278,090	—	%	—
Net debt to adjusted EBITDA of 6.7x (Threshold) (1)	278,090	50	%	139,046
Net debt to adjusted EBITDA of 6.5x (Target) (1)	278,090	100	%	278,090
Net debt to adjusted EBITDA of 6.3x or less (Maximum) (1)	278,090	225	%	625,701
Company TSR Relative to the Custom Net Lease Peer Group:
Less than 30th percentile (Below Threshold)	278,090	—	%	—
30th percentile (Threshold) (1)	278,090	50	%	139,046
55th percentile (Target) (1)	278,090	100	%	278,090
Equal to or greater than 75th percentile (Maximum) (1)	278,090	225	%	625,701
2025 Company TSR:
Less than 5% (Below Threshold)	278,090	—	%	—
5% (Threshold) (1)	278,090	50	%	139,047
8% (Target) (1)	278,090	100	%	278,090
12% or greater (Maximum) (1)	278,090	225	%	625,701

The PSU Performance Period for the 2023 PSUs began on October 1, 2023 and ends on September 30, 2026 (the “2023 PSU Measurement Date”) and generally subject to the applicable employee’s continued employment through the 2023 PSU Measurement Date.

Under accounting rules, the total fair value of the 2023 PSUs granted at the maximum level under the 2021 Equity Plan totaled $5.1 million and was fixed as of November 29, 2023, the date that the Board approved the award of 2023 PSUs under the 2021 Equity Plan (the “2023 PSU Grant Date”). The fair value will not be remeasured in subsequent periods unless the 2023 PSUs are amended. The fair value of the 2023 PSUs that were granted is being recorded evenly over the requisite service period which is approximately 2.8 years from November 29, 2023, ending on the 2023 PSU Measurement Date.

The ultimate amount of 2023 PSUs that may become earned and vested on the 2023 PSU Measurement Date will equal the sum of: (i) 2023 PSUs earned by comparing the Company’s TSR to the MSCI US REIT Index peer group (the “MSCI REIT Index”); (ii) 2023 PSUs earned by comparing the Company’s TSR to a custom designed net lease peer group consisting of EPR Properties, LXP Industrial Trust, Broadstone Net Lease, Inc., NNN REIT, Inc. and W.P. Carey Inc. (the “2023 Custom Net Lease Peer Group”); and (iii) 2023 PSUs earned by achievement of certain TSR levels (the “2023 Company TSR”).


	Target 2023 PSUs	Percentage of Target 2023 PSUs Earned		Number of 2023 PSUs Earned
Company TSR Relative to the MSCI REIT Index:
Less than 30th percentile (Below Threshold)	175,647	—	%	—
30th percentile (Threshold) (1)	175,647	50	%	87,825
55th percentile (Target) (1)	175,647	100	%	175,647
Equal to or greater than 75th percentile (Maximum) (1)	175,647	275	%	483,027
Company TSR Relative to the Custom Net Lease Peer Group:
Less than 30th percentile (Below Threshold)	175,647	—	%	—
30th percentile (Threshold) (1)	175,647	50	%	87,825
55th percentile (Target) (1)	175,647	100	%	175,647
Equal to or greater than 75th percentile (Maximum) (1)	175,647	275	%	483,027
2023 Company TSR:
Less than 8% (Below Threshold)	117,098	—	%	—
8% (Threshold) (1)	117,098	50	%	58,551
10% (Target) (1)	117,098	100	%	117,098
12% or greater (Maximum) (1)	117,098	275	%	322,018

The combined compensation expense for RSUs, Restricted Shares and the 2023 and 2025 PSUs was $3.1 million and $9.5 million for the three and nine months ended September 30, 2025, respectively. Compensation expense for these equity instruments is recorded as equity-based compensation in the accompanying consolidated statements of operations.

As of September 30, 2025, the Company had $10.1 million of unrecognized compensation cost related to RSUs granted, which is expected to be recognized over a weighted-average period of 1.8 years. As of September 30, 2025, the Company had $1.6 million of unrecognized compensation cost related to Restricted Share awards granted, which is expected to be recognized over a period of 1.8 years. As of September 30, 2025, the Company had $1.8 million of unrecognized compensation cost related to the 2023 PSUs granted, which is expected to be recognized over a period of 1.0 year, and as of September 30, 2025, the Company had unrecognized compensation cost of $4.6 million related to the 2025 PSUs, which is expected to be recognized over a period of 2.3 years.