Global Medical REIT Files 8-K on Material Agreements

TL;DR

GMED filed an 8-K on Nov 13, 2025, for material agreements & changes. Details TBD.

AI Summary

Global Medical REIT Inc. filed an 8-K on November 18, 2025, reporting on events that occurred on November 13, 2025. The filing indicates a material definitive agreement was entered into, along with modifications to security holder rights and amendments to its articles of incorporation or bylaws. Specific details regarding these agreements and amendments are not provided in the excerpt.

Why It Matters

This 8-K filing signals significant corporate actions by Global Medical REIT Inc., potentially impacting its structure, operations, or shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which could introduce new risks or alter existing ones.

Key Players & Entities

• Global Medical REIT Inc. (company) — Registrant
• November 13, 2025 (date) — Earliest event reported
• November 18, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — h registered: Common Stock, par value $0.001 per share GMRE NYSE Series A Pref
• $25.00 — Stock"), at a public offering price of $25.00 per share (the "Offering"). Pursuant to

Filing Documents

• tm2531522d1_8k.htm (8-K) — 41KB
• tm2531522d1_ex1-1.htm (EX-1.1) — 268KB
• tm2531522d1_ex3-1.htm (EX-3.1) — 95KB
• tm2531522d1_ex4-1.htm (EX-4.1) — 24KB
• tm2531522d1_ex5-1.htm (EX-5.1) — 22KB
• tm2531522d1_ex10-1.htm (EX-10.1) — 40KB
• tm2531522d1_ex5-1img01.jpg (GRAPHIC) — 36KB
• tm2531522d1_ex5-1img02.jpg (GRAPHIC) — 19KB
• 0001104659-25-113664.txt ( ) — 876KB
• gmre-20251113.xsd (EX-101.SCH) — 3KB
• gmre-20251113_def.xml (EX-101.DEF) — 26KB
• gmre-20251113_lab.xml (EX-101.LAB) — 36KB
• gmre-20251113_pre.xml (EX-101.PRE) — 25KB
• tm2531522d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On November 13, 2025, Global Medical REIT Inc. (the "Company") and Global Medical REIT L.P., the Company's operating partnership (the "Operating Partnership"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc., BMO Capital Markets Corp., Stifel, Nicolaus & Company, Incorporated and Robert W. Baird & Co. Incorporated, as the representatives of the underwriters named in Schedule A thereto (the "Underwriters"), for the issuance and sale of 2,000,000 shares of its 8.00% Series B cumulative redeemable preferred stock, par value $0.001 per share (the "Series B Preferred Stock"), at a public offering price of $25.00 per share (the "Offering"). Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 300,000 shares of Series B Preferred Stock at the public offering price per share to cover over-allotments, if any. The Offering is expected to close on November 20, 2025, subject to customary closing conditions. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Operating Partnership, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Venable LLP, Maryland counsel to the Company, relating to the legality of the shares of Series B Preferred Stock is filed as Exhibit 5.1 hereto. First Amendment to Agreement of Limited Partnership of the Operating Partnership In connection with the Offering, the Agreement of Limited Partnership of the Operating Partnership was amended to provide for the issuance of u

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On November 18, 2025, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to designate 2,300,000 shares of the Company's authorized preferred stock as shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share, with a liquidation preference of $25.00 per share ("Series B Preferred Stock"), with the powers, preferences and privileges as set forth in the Articles Supplementary. The Articles Supplementary were effective upon filing. Upon issuance of the Series B Preferred Stock, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of capital stock of the Company ranking junior to or on a parity with the Series B Preferred Stock, will be subject to certain restrictions in the event that the Company does not declare distributions on the Series B Preferred Stock during any distribution period. A summary of the material terms of the Series B Preferred Stock is set forth under the caption "Description of Series B Preferred Stock" in the Company's prospectus supplement, dated November 13, 2025, which forms a part of the Company's registration statement on Form S-3 (Registration No. 333-276248), and is hereby incorporated by reference into this Item 3.03. The foregoing description is not complete and is qualified in its entirety by the full terms of the Series B Preferred Stock as set forth in the Articles Supplementary. A copy of the Articles Supplementary is filed as Exhibit 3.1 hereto, and the information in the Articles Supplementary is incorporated into this

03 by reference. The form of Series B Preferred Stock Certificate is filed as Exhibit 4.1 hereto

Item 3.03 by reference. The form of Series B Preferred Stock Certificate is filed as Exhibit 4.1 hereto.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth above under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 1.1 Underwriting Agreement, dated November 13, 2025, by and among the Company, the Operating Partnership and Raymond James & Associates, Inc., BMO Capital Markets Corp., Stifel, Nicolaus & Company, Incorporated and Robert W. Baird & Co. Incorporated, as the representatives of the underwriters named in Schedule A thereto. 3.1 Articles Supplementary for the 8.00% Series B Cumulative Redeemable Preferred Stock. 4.1 Specimen of 8.00% Series B Cumulative Redeemable Preferred Stock Certificate. 5.1 Opinion of Venable LLP regarding the legality of the 8.00% Series B Cumulative Redeemable Preferred Stock. 10.1 Fourth Amendment to Agreement of Limited Partnership of Global Medical REIT L.P. 23.1 Consent of Venable LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 Medical REIT Inc. By: /s/ Jamie A. Barber Jamie A. Barber Secretary and General Counsel Dated: November 18, 2025

View Full Filing

View this 8-K filing on SEC EDGAR