SEC Form 8-A12B/A filed by The Necessity Retail REIT Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

Amendment No. 2

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

THE NECESSITY RETAIL REIT, INC.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act: None

Explanatory Note

This Amendment No. 2 amends the Registration Statement on Form 8-A originally filed by American Finance Trust, Inc. (now known as “The Necessity Retail REIT, Inc.”) (the “Company”) with the Securities and Exchange Commission on April 13, 2020, as amended by Amendment No. 1 filed on February 25, 2021 (the “Registration Statement”). This Amendment No. 2 is being filed to reflect the expiration of preferred stock purchase rights (the “Rights”) of the Company.

Item 1. Description of Registrant’s Securities to be Registered.

The Company previously filed the Registration Statement related to that certain Rights Agreement, dated as of April 9, 2020, as amended by the Amendment to Rights Agreement dated as of February 26, 2021, by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”). In accordance with the terms of the Rights Agreement, the Rights expired on September 12, 2023 upon the closing of the previously announced merger between the Company and Global Net Lease, Inc. (the “Closing”). This Amendment No. 2 to Form 8-A amends and supplements the information set forth in the Registration Statement and is being filed by the Company to deregister the Rights. Upon the Closing, all of the Rights, which were distributed pursuant to the Rights Agreement to holders of the Company’s Class A common stock, par value $0.01 per share, expired and the Rights Agreement terminated.

Item 2. Exhibits

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, on this 12^th day of September, 2023.