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 granted RSUs is expensed over the vesting period.

Holders of RSUs do not have any voting rights with respect to the RSUs or any shares underlying any award of RSUs. For RSUs issued prior to the fourth quarter of 2024, the holders are generally credited with dividend equivalents which are subject to the same vesting conditions or other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of Common Stock. For RSUs granted in or after the fourth quarter of 2024, the holders receive nonforfeitable cash dividends prior to the time that the RSUs have vested and settled in, or converted into, shares of Common Stock. No nonforfeitable cash dividends were paid for RSUs during the year ended December 31, 2024.

A number of RSU award agreements provide for accelerated vesting of all unvested RSUs in connection with a participant’s death, disability or qualifying termination (including termination by the Company without cause or by the participant with good reason, as applicable) from the Company within 60 days immediately preceding or two years immediately following a change in control, and accelerated vesting of the RSUs that would have vested upon the next vesting date in connection with a qualifying termination at any other time. Alternatively, certain of the RSU award agreements provide for accelerated vesting of all unvested RSUs in connection with a participant’s death, disability or qualifying termination (including termination by the Company without cause or by the participant with good reason).


	Number of RSUs	Weighted-Average Issue Price
Unvested, December 31, 2022	47,723	$	15.82
Granted (1)	526,788	8.90
Vested	(28,439)	15.56
Forfeitures	(10,304)	12.62
Unvested, December 31, 2023	535,768	9.09
Granted (2)	978,247	7.48
Vested	(232,789)	8.93
Forfeitures	(33,047)	8.07
Unvested, December 31, 2024	1,248,179	7.89
Granted (3)	986,582	7.39
Vested	(604,539)	8.07
Forfeitures	(27,041)	8.17
Unvested, December 31, 2025	1,603,181	7.51

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. A change of control, under the award agreement, did not occur as a result of the Mergers.


	Number of Restricted Shares	Weighted-Average Issue Price
Unvested, December 31, 2022	359,840	$	17.16
Vested	(274,850)	16.03
Granted	265,125	10.52
Issued in connection with the REIT Merger	221,136	10.73
Forfeitures	(5,631)	11.79
Unvested, December 31, 2023	565,620	12.14
Vested	(179,228)	13.01
Forfeitures	(51,750)	10.83
Unvested, December 31, 2024	334,642	11.88
Vested	(153,195)	12.50
Forfeitures	(12,791)	10.25
Unvested, December 31, 2025	168,656	11.44

PSUs

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 2025 PSUs may be earned and become vested if the Company’s absolute and relative total shareholder return (“TSR”) performance meets certain criteria (see “2025 Performance Measures” below for more detail) over a three-year period performance period (the “2025 PSU Performance Period”) beginning on January 1, 2025 and ending on December 31, 2027 (the “2025 PSU Measurement Date”) and generally subject to the applicable employee’s continued employment through the 2025 PSU Measurement Date. Holders of the 2025 PSUs do not have voting rights with respect to the 2025 PSUs or any shares underlying any award of 2025 PSUs, but such holders are generally credited with dividend equivalents which are subject to the same vesting conditions or other restrictions as the underlying 2025 PSUs and only paid at the time such 2025 PSUs are settled in shares of Common Stock. A number of the 2025 PSU award agreements provide for accelerated vesting of all unvested PSUs in connection with a participant’s qualifying termination (including termination by the Company without cause or by the participant with good reason, as applicable) from the Company within 180 days immediately preceding or two years immediately following a change in control, and pro-rated vesting accelerated vested of all unvested 2025 PSUs in connection with a participant’s death, disability or qualifying termination at any other time. Alternatively, certain of the 2025 PSU award agreements provide for accelerated vesting of all unvested 2025 PSUs in connection with a participant’s death, disability or qualifying termination (including termination by the Company without Cause or by the participant with Good Reason).

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	%	139,045
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	%	625,703
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	%	139,045
55th percentile (Target) (1)	278,090	100	%	278,090
Equal to or greater than 75th percentile (Maximum) (1)	278,090	225	%	625,703
2025 Company TSR:
Less than 5% (Below Threshold)	278,090	—	%	—
5% (Threshold) (1)	278,090	50	%	139,045
8% (Target) (1)	278,090	100	%	278,090
12% or greater (Maximum) (1)	278,090	225	%	625,703

The 2023 PSUs may be earned and become vested if the Company’s absolute and relative total shareholder return (“TSR”) performance meets certain criteria (see “2023 Performance Measures” below for more detail) over a three-year period performance period (the “2023 PSU Performance Period”) beginning on October 1, 2023 and ending 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. Holders of the 2023 PSUs do not have voting rights with respect to the 2023 PSUs or any shares underlying any award of 2023 PSUs, but such holders are generally credited with dividend equivalents which are subject to the same vesting conditions or other restrictions as the underlying 2023 PSUs and only paid at the time such 2023 PSUs are settled in shares of Common Stock. A number of the 2023 PSU award agreements provide for accelerated vesting of all unvested PSUs in connection with a participant’s qualifying termination (including termination by the Company without cause or by the participant with good reason, as applicable) from the Company within 180 days immediately preceding or two years immediately following a change in control, and pro-rated vesting accelerated vested of all unvested 2023 PSUs in connection with a participant’s death, disability or qualifying termination at any other time. Alternatively, certain of the 2023 PSU award agreements provide for accelerated vesting of all unvested 2023 PSUs in connection with a participant’s death, disability or qualifying termination (including termination by the Company without Cause or by the participant with Good Reason).

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 the 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 “Custom Net Lease Peer Group”); and (iii) 2023 PSUs earned by achievement of certain TSR levels (the “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
Company TSR:
Less than 8% (Below Threshold)	117,098	—	%	—
8% (Threshold) (1)	117,098	50	%	58,550
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 $12.5 million, $8.9 million and $4.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. Compensation expense for these equity instruments is recorded as equity-based compensation in the accompanying consolidated statements of operations.

As of December 31, 2025, the Company had $8.4 million unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average remaining period of 1.6 years. As of December 31, 2025, the Company had $1.3 million unrecognized compensation cost related to Restricted Share awards granted, which is expected to be recognized over a weighted-average remaining period of 1.4 years.

As of December 31, 2025, the Company had $1.4 million unrecognized compensation cost related to the 2023 PSUs granted, which is expected to be recognized over a remaining period of 9 months and as of December 31, 2025, the Company had $4.1 million unrecognized compensation cost related to the 2025 PSUs granted, which is expected to be recognized over a remaining period of 2.0 years.

On May 3, 2021, the Company’s independent directors, acting as a group, authorized an award of GNL LTIP Units under the 2021 OPP after the performance period under the 2018 OPP expired on June 2, 2021, and, on June 3, 2021, the Company, the OP and the former Advisor entered into the 2021 OPP (see below for additional information on the 2018 OPP, including information on the LTIP Units granted and earned thereunder).

Based on a maximum award value of $50.0 million and $20.00, the closing price of Common Stock on June 2, 2021(the “2021 Initial Share Price”), the former Advisor was granted a total of 2,500,000 GNL LTIP Units pursuant to the 2021 OPP. These GNL LTIP Units were eligible to be earned and become vested based on the Company’s TSR, including both share price appreciation and reinvestment of Common Stock dividends, compared to the 2021 initial share price over a performance period commencing on June 3, 2021 and ending on the earliest of (i) June 3, 2024, (ii) the effective date of any Change of Control as defined in the Advisor Plan and (iii) the effective date of any termination of the former Advisor’s service as the Company’s

Under accounting rules, the total fair value of the GNL LTIP Units granted under the 2021 OPP of $27.7 million was fixed as of June 3, 2021 and was not required to be remeasured in subsequent periods (see Note 2 — Summary of Significant Accounting Policies for a description of accounting rules related to non-employee equity awards). The fair value of the GNL LTIP Units that were granted was being recorded evenly over the requisite service period which was originally approximately 3.1 years from May 3, 2021, the date that the Company’s independent directors approved the award of GNL LTIP Units under the 2021 OPP. However, due to the modification noted below that changed the timing of the final measurement for determining whether the award is vested and earned, all of the remaining unrecognized compensation expense was accelerated and recorded in the quarter ended September 30, 2023 (through September 11, 2023).

In connection with the Internalization Merger Agreement, the parties agreed to modify the terms of the existing 2021 OPP to accelerate timing for determining whether the award is vested and earned, which changed the end date of the performance period (as described in more detail above) to September 11, 2023, the day prior to the Acquisition Date of the Mergers. Accordingly, on September 11, 2023, the Special Committee reviewed and approved the final calculation determining that 883,750 of the 2,500,000 GNL LTIP Units subject to the 2021 OPP had been earned and became vested and Common Stock was issued for the vested GNL LTIP Units. The remaining 1,616,250 GNL LTIP Units were automatically forfeited, without the payment of any consideration. In addition:

With respect to one-half of the GNL LTIP Units granted under the 2021 OPP, the number of GNL LTIP Units that could have become earned was determined as of the last day of the performance period (which was modified to September 11, 2023 as noted above) based on the Company’s achievement of absolute TSR levels as shown in the table below. Under this performance measure, as modified no GNL LTIP Units were earned.

With respect to the remaining one-half of the GNL LTIP Units granted under the 2021 OPP, the number of GNL LTIP Units that could have become earned was determined as of the last day of the performance period (which was modified to September 11, 2023 as noted above) based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period (which was modified to September 11, 2023 as noted above) relative to the average TSR of a peer group consisting of Lexington Realty Trust, Office Properties Income Trust and W.P. Carey, Inc. as of the last day of the performance period. Under this performance measure, as modified, 883,750 GNL LTIP Units were earned.