Global Net Lease, Inc.

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:

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):

April 8, 2025

To the Stockholders of Global Net Lease, Inc.:

I am pleased to invite you to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Global Net Lease, Inc., a Maryland corporation (the “Company”), which will be held virtually on May 22, 2025 commencing at 1:00 p.m. Eastern Time. The items of business are listed in the following Notice of Annual Meeting of Stockholders and are more fully addressed in the proxy statement.

At the Annual Meeting you will be asked to elect ten persons to serve as directors until the 2026 annual meeting of stockholders and until their successors are duly elected and qualify and to vote on three other proposals all as described in the accompanying Notice of 2025 Annual Meeting of Stockholders and proxy statement.

We hope you will be able to attend the Annual Meeting, but if you cannot do so it is important that your shares be represented. We urge you to please review the proxy statement carefully and use the enclosed proxy card to vote for the nominees and the other proposals, as soon as possible. You may authorize a proxy to vote your shares by signing, dating and returning the enclosed proxy card in the postage-paid envelope regardless of whether you plan to attend the Annual Meeting. For your convenience, you may also authorize a proxy to vote your shares by following the instructions on the enclosed proxy card. We urge you to please review the proxy statement carefully and submit your vote in advance of the Annual Meeting.

Your vote is very important. Please respond as soon as possible to help us avoid potential delays and additional expenses to solicit votes.

Sincerely,

/s/ Edward M. Weil, Jr.

Edward M. Weil, Jr. Chief Executive Officer and President

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON May 22, 2025

April 8, 2025

To the Stockholders of Global Net Lease, Inc.:

I am pleased to invite you to the 2025 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 22, 2025. 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/GNL2025.

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 upon on the following matters, as more fully described in the proxy statement accompanying this Notice of the Annual Meeting:

The Board of Directors has fixed the close of business on March 25, 2025 (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, 2024 (our “2024 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 2024 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 8, 2025.

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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON May 22, 2025:

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

2024 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

GLOBAL NET LEASE, INC.