Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 21, 2024, Global Net Lease, Inc. (the "Company") entered into an employment agreement (the "Employment Agreement") with Edward M. Weil, Jr., the Company's Chief Executive Officer and President, which agreement is effective as of January 1, 2025, and will replace and supersede Mr. Weil's existing employment agreement with the Company, dated May 23, 2023, in its entirety. The Employment Agreement will continue in full force and effect until January 1, 2029, and will automatically renew for additional one-year periods thereafter unless either the Company or Mr. Weil provides written notice of its or his intent not to renew at least 120 days prior to the scheduled expiration date, or unless the Employment Agreement is terminated earlier in accordance with its terms.

Mr. Weil will continue to serve as the Company's Chief Executive Officer and President and, pursuant to the Employment Agreement, the Company has agreed to use its reasonable best efforts to cause the Company to continue to nominate Mr. Weil as a member of the Company's board of directors (the "Board") during the term of the Employment Agreement. Pursuant to the Employment Agreement, Mr. Weil is entitled to, among other things:

·	a base salary at an annual rate of $1,000,000, subject to upwards adjustment based on an annual review by the Board or the Compensation Committee of the Board (the "Compensation Committee");

·

a performance-based annual cash bonus (the "Annual Bonus") opportunity for each completed calendar year with a threshold amount of 50% of his annual base salary, a target amount of 150% of his annual base salary and a maximum amount of 200% of his annual base salary, as may be adjusted by the Board or the Compensation Committee, provided that the actual amount (if any) of any Annual Bonus shall be determined by the Board or the Compensation Committee in its reasonable good faith discretion based solely upon achievement of performance targets established by the Board or the Compensation Committee in consultation with Mr. Weil, which targets shall be communicated to Mr. Weil within 90 days followingthe commencement of the applicable performance year;

·

an annual grant of equity-based awards under the Company's long-term incentive compensation plans with a target grant date fair value of $5,500,000, 40% of which shall be subject to annual time-based vesting, with no vesting schedule extending beyond a four year period, and 60% of which shall be subject to performance-based vesting earned between a threshold amount of 50%, and a maximum amount of 225%, of target, based on the performance targets established by the Board or the Compensation Committee, unless otherwise mutually agreed between Mr. Weil and the Board or the Compensation Committee;

·	a one-time sign on bonus of $333,333 payable on or prior to December 20, 2024; and

·	certain employee benefits including, among other things, indemnification rights from the Company and expense reimbursement rights for all reasonable and documented business expenses.

In addition, the Board agreed to grant Mr. Weil a one-time award of time-based restricted stock units ("RSUs"), with a grant date fair value of $1,375,000, pursuant to the Employment Agreement, which RSUs vest ratably over a three-year period commencing on October 1, 2024, subject to Mr. Weil's continued employment through the applicable vesting date.

Upon certain terminations of Mr. Weil's employment, in addition to payment of accrued but unpaid annual base salary and certain other benefits, Mr. Weil (or his estate, as applicable) would be entitled to the following severance pay and benefits, subject to execution of a release of claims:

·

if the termination is by reason of death or disability (as defined in the Employment Agreement), payment of any earned but unpaid Annual Bonus for the previously completed fiscal year, calculated based on actual performance and an Annual Bonus for the year in which such termination occurs at the target level, (A) paid in a lump sum in cash on a fully vested basis when bonuses are paid to similarly situated employees and (B) pro-rated based on the proportion of the fiscal year Mr. Weil was employed by the Company in which such termination occurs (collectively, the "Additional Benefits"); reimbursements of the monthly premiums for Mr. Weil's healthcare benefits through the 18 months following the date of Mr. Weil's termination; subject to certain terms and conditions, (A) accelerated vesting of all time-based equity or equity-based awards and (B) accelerated vesting of all performance-based equity or equity-based awards, subject to the actual achievement of the performance metrics for such equity or equity-based awards measured at the end of the applicable performance periods (collectively, the "Vesting Benefits"); and cash severance equal to Mr. Weil's then current annual base salary, payable in equal installments over the 12-month period post termination;

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