UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2023

Commission File Number: 001-34153

GLOBAL SHIP LEASE, INC.

(Translation of registrant’s name into English)

c/o Global Ship Lease Services Limited

25 Wilton Road

London SW1V 1LW

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7:  ☐.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Global Ship Lease, Inc. (the “Company”), dated March 1, 2023, reporting the Company’s financial results for the three months and year ended December 31, 2022.

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, thereunto duly authorized.

Exhibit 99.1

Investor and Media Contacts:

The IGB Group

Bryan Degnan

646-673-9701

or

Leon Berman

212-477-8438

Global Ship Lease Reports Results for the Fourth Quarter of 2022

Significant contract cover, interest rate risk fully hedged, sustainable quarterly dividend of

$0.375 per Common Share

LONDON, ENGLAND - March 1, 2023 - Global Ship Lease, Inc. (NYSE: GSL) (the “Company”, “Global Ship Lease” or “GSL”), an owner of containerships, announced today its unaudited results for the three months and year ended December 31, 2022.

Full Year and Fourth Quarter 2022 Highlights

Page 1

Page 2

George Youroukos, Executive Chairman of Global Ship Lease stated: “While 2022 started strongly, macro headwinds and negative sentiment subsequently put pressure on consumer demand and thus on the container shipping industry. Despite the downward pressure this is exerting on both charter rates and asset values Global Ship Lease has continued to make important financial, commercial, and strategic progress – including active cooperation with our charterers to improve vessel efficiency and reduce emissions – that will serve the Company well for the long term. Our scale, relationships throughout the industry, and high-quality fleet have enabled us to remain consistently active in fixing vessels at profitable rates. During the course of 2022 and year-to-date 2023, we have added almost $940 million of contracted revenues, bringing our total contracted revenue as at year-end to $2.1 billion over an average of 2.7 years. Throughout the peak period, we maintained a long-term, through-the-cycle orientation, taking steps to maximize overall earnings while minimizing residual risk. Notwithstanding our excellent financial position and strong long-term contracted cash flows, which gives us the option to be an acquirer, we have remained disciplined in the face of the market exuberance and elevated asset values of the last 18 months or so. However, with the market now normalizing, we expect that there may be additional opportunities to create shareholder value through acquisitions.”

Ian Webber, Chief Executive Officer, commented: “Throughout 2022, we strengthened our balance sheet; this will serve the Company well throughout the cycle, but especially in the current uncertain macro-economic environment. Building upon the opportunities afforded by our extensive charter coverage and significantly increased earnings and cash flow, we have reduced our average cost of debt to 4.53%, have no material re-financing requirements before 2026, have fully hedged our floating rate debt through 2026, and have subsequently seen our corporate credit ratings improve to B1 / Positive and BB / Stable, all while paying an attractive quarterly dividend and making aggregate share buy-backs over the last 18 months or so of $40.0 million. We believe that this strong financial foundation positions us well to continue providing shareholders with a reliable dividend while continuing to allocate our capital dynamically to capture the best value-generating opportunities as they arise.”

SELECTED FINANCIAL DATA – UNAUDITED

(thousands of U.S. dollars)

Page 3

Revenue and Utilization

Operating revenue, primarily derived from fixed-rate, mainly long-term, time-charters was $165.0 million in the three months ended December 31, 2022, up $11.5 million (or 7.5%) on revenue of $153.5 million for the prior year period. The period-on-period increase in revenue was principally due to (i) an increase of 12 ownership days in fourth quarter of 2022 compared to same period in previous year, (ii) increased revenue from charter renewals at higher rates on nine vessels, and (iii) a decrease in planned offhire days from 367 in the fourth quarter of 2021 to 225 in the same quarter of 2022, partially offset by (i) an increase in unplanned offhire days from 62 in the fourth quarter of 2021 to 122 in the same quarter of 2022, (ii) $9.9 million reduction in the amortization of intangible liabilities arising on below-market charters attached to certain vessel additions, and (iii) $4.2 million reduction in the credit from straightlining the effect of timecharter modifications. The 225 days of planned offhire for drydockings in the fourth quarter of 2022 were attributable to four regulatory drydockings completed, while in the comparative period of 2021, the 367 days of planned offhire were mainly attributable to eight regulatory drydockings. There were 122 days of unplanned offhire in the fourth quarter of 2022 compared to 62 days in the fourth quarter of 2021. Utilization for the fourth quarter of 2022 was 94.2% compared to utilization of 92.0% in the same period of the prior year.

For the year ended December 31, 2022, revenue was $645.6 million, up $197.6 million (or 44.1%) on revenue of $448.0 million in the prior year, mainly due to (i) a 22.1% increase in ownership days due to the net acquisition of 22 vessels in 2021, resulting in 23,725 ownership days in 2022, compared to 19,427 in 2021, (ii) a decrease in planned off hire days from 752 in 2021 to 581 in 2022, and (iii) a decrease in idle time from 88 days in 2021 to 30 days in 2022, partially offset by an increase in unplanned offhire days from 260 in 2021 to 460 in 2022.

The table below shows fleet utilization for the three months ended December 31, 2022 and 2021, and for the years ended December 31, 2022, 2021, 2020 and 2019.

Four drydockings to meet regulatory requirements were completed in the fourth quarter 2022 and, as of December 31, 2022, one was in progress. In 2023, ten regulatory drydockings are anticipated, three as scheduled and seven deferred from 2022 for commercial or operational reasons.

Vessel Operating Expenses

Vessel operating expenses, which are primarily the costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were up 4.6% to $45.6 million for the fourth quarter of 2022, compared to $43.6 million in the comparative period. The increase of $2.0 million was mainly due to (i) increased insurances due to higher insured values and (ii) increased crew expenses as salaries were higher primarily due to limited crew supply as a consequence of current container market conditions, worldwide inflation and higher crew travel expenses due to increased number of crew changes and higher airfare prices. The average cost per ownership day in the quarter was $7,619, compared to $7,308 for the prior year period, up $311 per day, or 4.3%.

For the year ended December 31, 2022, vessel operating expenses were $167.4 million, or an average of $7,058 per day, compared to $130.3 million in the comparative period, or $6,707 per day, an increase of $351 per ownership day, or 5.2%. The increase in daily operating expenses is mainly due to (i) increased crew expenses due to higher salaries and crew travel expenses, (ii) increased insurance costs due to higher insured assets values and (iii) increased lubricant expenses as a result of higher oil prices.

Page 4

Time Charter and Voyage Expenses

Time charter and voyage expenses comprise mainly commission paid to ship brokers, the cost of bunker fuel for owner’s account when a ship is off-hire or idle and miscellaneous owner’s costs associated with a ship’s voyage. Time charter and voyage expenses were $6.6 million for the fourth quarter of 2022, compared to $4.8 million in the fourth quarter of 2021. The increase is mainly due to additional voyage administration costs, increased bunkering expenses due to higher off hire days and increased commissions on charter renewals at higher rates.

For the year ended December 31, 2022, time charter and voyage expenses were $21.2 million, or an average of $892 per day, compared to $13.1 million in the comparative period, or $674 per day, an increase of $218 per ownership day, or 32.3%. The increase was mainly due to increased ownership days – up 22% - from the net increase of the 22 vessels which were acquired in 2021, increased commissions on charter renewals at higher rates and additional voyage administration costs.

Depreciation and Amortization

Depreciation and amortization for the fourth quarter of 2022 was $20.7 million, compared to $19.2 million in the fourth quarter of 2021. The increase was mainly due to the 12 drydockings that were completed in 2022.

Depreciation and amortization for the year ended December 31, 2022 was $81.3 million, compared to $61.6 million in the comparative period, with the increase being due to the net acquisition of 22 vessels in 2021 and the 12 drydockings that were completed in 2022.

Impairment of vessel/Gain on sale of vessel

An impairment loss of $3.0 million was recorded in the fourth quarter of 2022 on one vessel, which subsequent to the year end we have agreed to sell. On June 30, 2021, the 2001-built, 2,272 TEU containership, La Tour, was sold for net proceeds of $16.5 million resulting in a gain of $7.8 million.

General and Administrative Expenses

General and administrative expenses were $4.0 million in the fourth quarter of 2022, compared to $3.7 million in the fourth quarter of 2021. The increase was mainly due to the non-cash effect of stock-based compensation expense due to vesting recorded in the fourth quarter of 2022. The average general and administrative expense per ownership day for the fourth quarter of 2022 was $682, compared to $618 in the comparative period, an increase of $64 or 10.4%.

For the year ended December 31, 2022, general and administrative expenses were $18.5 million, compared to $13.2 million in the comparative period mainly due to the non-cash effect of stock-based compensation expenses due to vesting recorded in 2022. The average general and administrative expense per ownership day for the year ended December 31, 2022 was $781, compared to $682 in the comparative period, an increase of $99 or 14.5%.

Adjusted EBITDA.

Adjusted EBITDA (a non-GAAP financial measure) was $100.0 million for the fourth quarter of 2022, up from $78.0 million for the fourth quarter of 2021, with the net increase being mainly due to increased revenue from charter renewals at higher rates.

Adjusted EBITDA for the year ended December 31, 2022 was $398.3 million, compared to $236.3 million for the comparative period, with the increase being due to the net acquisition of 22 vessels in 2021.

Page 5

Interest Expense and Interest Income

Debt as at December 31, 2022 totaled $949.5 million, comprising $470.9 million of secured bank debt collateralized by vessels, $336.9 million of 2027 Secured Notes collateralized by vessels, and $141.7 million under sale and leaseback financing transactions. As of December 31, 2022, five of our vessels were unencumbered.

Debt as at December 31, 2021 totaled $1,085.6 million, comprising $789.7 million secured debt collateralized by vessels, $178.4 million under sale and leaseback financing transactions and $117.5 million of unsecured indebtedness on the 2024 Notes. As of December 31, 2021, none of our vessels were unencumbered.

Interest and other finance expenses for the fourth quarter of 2022 was $10.4 million, down from $14.9 million for the fourth quarter of 2021. The decrease in interest and other finance expenses was mainly due to the effect of interest rate caps that reduce net interest expense. As a consequence, and including the effect of refinancing and repayment of certain of our debt using the net proceeds of our 2027 Secured Notes, despite an increase in three month variable rates LIBOR/SOFR in fourth quarter of 2022 to 4.5% as compared to 0.16% in the prior year period, the underlying blended cost of our debt has decreased from approximately 4.82% for the fourth quarter 2021 to 4.53% for the fourth quarter of 2022.

Interest and other finance expenses for the year ended December 31, 2022 was $75.3 million, up from $69.2 million for the comparative period. The increase in interest and other finance expenses is mainly due to a prepayment fee and the associated non-cash write off of deferred financing charges of $14.1 million on the full repayment of the Hayfin Credit Facility, the non-cash write off of deferred financing charges of $0.3 million on the full repayment of the Hellenic Credit Facility, $0.6 million premium paid on the redemption in April of $28.5 million of the 2024 Notes, a $1.8 million premium paid on the full redemption of the 2024 Notes in July 2022, the associated non-cash write off of deferred financing charges of $2.1 million and acceleration of premium amortization of $1.3 million and a prepayment fee and the associated non-cash write off of deferred financing charges of $4.1 million on the full repayment of the Blue Ocean Junior Credit Facility compared to $5.8 million premium paid on the redemption in full of the 2022 Notes in January 2021 plus the acceleration of deferred financing charges of $3.7 million, and the acceleration of amortization of original issue discount associated with the redemption of the 2022 Notes of $1.1 million plus the prepayment fee of $1.6 million paid on the partial repayment of the Blue Ocean Junior Credit Facility, plus the prepayment fee of $1.4 million paid on the repayment and completion of the refinancing of the Odyssia Credit Facilities, plus a prepayment fee of $0.2 million on the repayment of Hayfin Facility.

Interest income for the fourth quarter of 2022 was $1.3 million, up from $0.01 million for the fourth quarter of 2021. Interest income for the year ended December 31, 2022 was $2.5 million, compared to $0.4 million for the comparative year.

Other income, Net

Other income, net was $0.6 million in the fourth quarter of 2022, compared to an income of $1.1 million in the fourth quarter of 2021. Other income, net was $1.8 million for the year ended December 31, 2022, compared to $2.8 million for the comparative year.

Taxation

Taxation for the fourth quarter of 2022 was nil, compared to a charge of $2,000 in the fourth quarter of 2021. Taxation for the year ended December 31, 2022 was a credit of $50,000, compared to a debit of $56,000 in the comparative period.

Fair value adjustment on derivatives

In December 2021, we entered into a USD 1 month LIBOR interest rate cap of 0.75% through fourth quarter of 2026 on $484.1 million of floating rate debt, which reduces over time and represented approximately half of the outstanding floating rate debt. In February 2022, we entered into two additional USD 1 month LIBOR interest rate caps of 0.75% through the fourth quarter of 2026 on the remaining balance of $507.9 million of floating rate debt. One of these interest rate caps was not designated as a cash flow hedge and therefore the negative fair value adjustment of $1.6 million for the fourth quarter of 2022 was recorded through the statement of income. The positive fair value adjustment for the year ended December 31, 2022 amounted to $9.7 million.

Page 6

Earnings Allocated to Preferred Shares

The Series B Preferred Shares carry a coupon of 8.75%, the cost of which for the fourth quarter of 2022 was $2.4 million, the same as in fourth quarter 2021. The cost was $9.5 million in the year ended December 31, 2022, compared to $8.3 million for the comparative period. The increase was due to additional Series B Preferred Shares issued under our at-the-market program.

Net Income Available to Common Shareholders

Net income available to common shareholders for the three months ended December 31, 2022 was $72.6 million. Net income available to common shareholders for the three months ended December 31, 2021 was $66.1 million.

Earnings per share for the three months ended December 31, 2022 was $2.01, an increase of 9.2% from the earnings per share for the comparative period, which was $1.84.

For the year ended December 31, 2022, net income available to common shareholders was $283.4 million. For the year ended December 31, 2021, net income available to common shareholders was $163.2 million.

Earnings per share for the year ended December 31, 2022 was $7.74, an increase of 66.5% from the earnings per share for the comparative period, which was $4.65.

Normalized net income (a non-GAAP financial measure) for the three months ended December 31, 2022, was $77.3 million. Normalized net income for the three months ended December 31, 2021 was $66.1 million.

Normalized earnings per share (a non-GAAP financial measure) for the three months ended December 31, 2022 was $2.14, an increase of 16.3% from Normalized earnings per share for the comparative period, which was $1.84.

Normalized net income for the year ended December 31, 2022, was $298.2 million. Normalized net income for the year ended December 31, 2021 was $170.7 million.

Normalized earnings per share for the year ended December 31, 2022 was $8.15, an increase of 67.7% from Normalized earnings per share for the comparative period, which was $4.86.

Fleet

As at February 28, 2023, we had 65 containerships in our fleet.

Page 7

Page 8

Page 9

Conference Call and Webcast

Global Ship Lease will hold a conference call to discuss the Company’s results for the fourth quarter and full year 2022 today, Wednesday March 1, 2023 at 10:30 a.m. Eastern Time. There are two ways to access the conference call:

(1) Dial-in: (800) 715-9871 or (646) 307-1963; Passcode: 9126711

Please dial in at least 10 minutes prior to 10:30 a.m. Eastern Time to ensure a prompt start to the call.

(2) Live Internet webcast and slide presentation: http://www.globalshiplease.com

The webcast will also be archived on the Company’s website: http://www.globalshiplease.com.

Annual Report on Form 20-F

The Company’s Annual Report for 2021 was filed with the Securities and Exchange Commission (the “Commission”) on March 24, 2022. A copy of the report can be found under the Investor Relations section (Annual Reports) of the Company’s website at http://www.globalshiplease.com or on the Commission’s website at www.sec.gov. Shareholders may request a hard copy of the audited financial statements free of charge by contacting the Company at info@globalshiplease.com or by writing to Global Ship Lease, Inc, care of Global Ship Lease Services Limited, 25 Wilton Road, London SW1V ILW.

About Global Ship Lease

Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under fixed-rate charters to top tier container liner companies. It was listed on the New York stock Exchange in August 2008.

As at February 28, 2023, Global Ship Lease owned 65 containerships, ranging from 1,118 to 11,040 TEU, with an aggregate capacity of 342,348 TEU. 32 ships are wide-beam Post-Panamax.

Adjusted to include all charters agreed, up to March 1, 2023, the average remaining term of the Company’s charters as at December 31, 2022, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has been received, was 2.7 years on a TEU-weighted basis. Contracted revenue on the same basis was $2.09 billion. Contracted revenue was $2.50 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 3.5 years.

Reconciliation of Non-U.S. GAAP Financial Measures

To supplement our financial information presented in accordance with U.S. GAAP, we use certain “non-GAAP financial measures” as such term is defined in Regulation G promulgated by the SEC. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in, or excluded from, the most directly comparable measure calculated and presented in accordance with U.S. GAAP. We believe that the presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations, and therefore a more complete understanding of factors affecting our business than U.S. GAAP measures alone. In addition, we believe that the presentation of these matters is useful to investors for period-to-period comparison of results as the items may reflect certain unique and/or non-operating items such as impairment charges, contract termination costs or items outside of our control.

Page 10

We believe that the presentation of the following non-U.S. GAAP financial measures is useful to investors because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

A. Adjusted EBITDA

Adjusted EBITDA represents net income available to common shareholders before interest income and expense, earnings allocated to preferred shares, income taxes, depreciation and amortization of drydocking net costs, gains or losses on the sale of vessels, amortization of intangible liabilities, charges for share based compensation, fair value adjustment on derivatives, the effect of the straight lining of time charter modifications, and impairment losses. Adjusted EBITDA is a non-U.S. GAAP quantitative measure used to assist in the assessment of our ability to generate cash from our operations. We believe that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA is not defined in U.S. GAAP and should not be considered to be an alternative to net income or any other financial metric required by such accounting principles. Our use of Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry.

Adjusted EBITDA is presented herein both on a historic basis and on a forward-looking basis in certain instances. We do not provide a reconciliation of such forward looking non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP measure because such U.S. GAAP financial measure on a forward-looking basis is not available to us without unreasonable effort.

ADJUSTED EBITDA - UNAUDITED

(thousands of U.S. dollars)

Page 11

B. Normalized net income

Normalized net income represents net income available to common shareholders after adjusting for certain non-recurring items. Normalized net income is a non-U.S. GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported net income for items that do not affect operating performance or operating cash generated. Normalized net income is not defined in U.S. GAAP and should not be considered to be an alternate to net income or any other financial metric required by such accounting principles. Our use of Normalized net income may vary from the use of similarly titled measures by others in our industry.

NORMALIZED NET INCOME - UNAUDITED

(thousands of U.S. dollars)

Page 12

C. Normalized Earnings per Share

Normalized Earnings per Share represents Earnings per Share after adjusting for certain non-recurring items. Normalized Earnings per Share is a non-U.S. GAAP quantitative measure which we believe will assist investors and analysts who often adjust reported Earnings per Share for items that do not affect operating performance or operating cash generated. Normalized Earnings per Share is not defined in U.S. GAAP and should not be considered to be an alternate to Earnings per Share as reported or any other financial metric required by such accounting principles. Our use of Normalized Earnings per Share may vary from the use of similarly titled measures by others in our industry.

NORMALIZED EARNINGS PER SHARE - UNAUDITED

Safe Harbor Statement

This communication contains forward-looking statements. Forward-looking statements provide Global Ship Lease’s current expectations or forecasts of future events. Forward-looking statements include statements about Global Ship Lease’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “ongoing”, “plan”, “potential”, “predict”, “should”, “project”, “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and Global Ship Lease cannot assure you that these projections included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.

The risks and uncertainties include, but are not limited to:

Page 13

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Global Ship Lease’s actual results could differ materially from those anticipated in forward-looking statements for many reasons specifically as described in Global Ship Lease’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication.

Global Ship Lease undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Global Ship Lease describes in the reports it will file from time to time with the SEC after the date of this communication.

Page 14

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Balance Sheets

(Expressed in thousands of U.S. dollars except share data)

Page 15

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Income

(Expressed in thousands of U.S. dollars)

Page 16

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)