Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 November 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 REPORT ON FORM 6-K

Attached as Exhibit 99.1 to this Report on Form 6-K (this "Report") is a copy of the press release of Global Ship Lease, Inc. (the "Company"), dated November 9, 2023, reporting the Company's financial results for the three and nine months ended September 30, 2023.

Attached to this Report as Exhibit 99.2 are the Company's interim unaudited financial results for the nine months ended September 30, 2023.

The information contained in this Report, except for the commentary of George Youroukos and Ian Webber contained in Exhibit 99.1, is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-231509, 333-258800 and 333-267468) and Form S-8 (File Nos. 333-258992 and 333-264113).

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.

	GLOBAL SHIP LEASE, INC.
	(registrant)

Dated: November 9, 2023	By:	/s/ Ian J. Webber
		Ian J. Webber
		Chief Executive Officer

Exhibit 99.1

Investor and Media Contacts:

The IGB Group

Bryan Degnan

646-673-9701

Leon Berman

212-477-8438

Global Ship Lease Reports Results for the Third Quarter of 2023

Contracted revenue of $1.81 billion, interest rate risk fully hedged, sustainable quarterly dividend of $0.375 per common share

LONDON, ENGLAND – November 9, 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 and nine months ended September 30, 2023.

Third Quarter 2023 and Year to Date Highlights

- Reported operating revenue of $174.5 million for the third quarter 2023, up 1.2% from $172.5 million for the prior year period. For the nine months ended September 30, 2023, operating revenue was $495.9 million, up 3.2% from $480.6 million in the prior year period.

- Reported net income available to common shareholders of $82.7 million for the third quarter 2023, a decrease of 7.7% on net income of $89.6 million for the prior year period. Normalized net income (a non-U.S. GAAP financial measure, described below) for the same period was $82.4 million, down 5.8% on Normalized net income of $87.5 million for the prior year period. For the nine months ended September 30, 2023, net income available to common shareholders was $230.3 million, an increase of 9.3% on net income of $210.8 million for the prior year period. Normalized net income for the nine months ended September 30, 2023 was $231.9 million, up 4.9% on Normalized net income for the prior year period of $221.0 million.

- Generated $121.9 million of Adjusted EBITDA (a non-U.S. GAAP financial measure, described below) for the third quarter 2023, up 9.4% on Adjusted EBITDA of $111.4 million for the prior year period. Adjusted EBITDAfor the nine months ended September 30, 2023 was $334.9 million, up 12.2% on Adjusted EBITDA of $298.4 million for the prior year period.

- Earnings per share for the third quarter 2023 was $2.34, down 4.1% on the earnings per share of $2.44 for the prior year period. Normalized earnings per share (a non-U.S. GAAP financial measure, described below) for the third quarter 2023 was $2.33, down 2.1% on the Normalized earnings per share of $2.38 for the prior year period. Earnings per share for the nine months ended September 30, 2023 was $6.49, up 12.9% on the earnings per share of $5.75 for the prior year period. Normalized earnings per share for the nine months ended September 30, 2023 was $6.54, up 8.5% on the Normalized earnings per share of $6.03 for the prior year period.

- Declared a dividend of $0.375 per Class A common share for the third quarter 2023 to be paid on December 4, 2023 to common shareholders of record as of November 24, 2023. Paid a dividend of $0.375 per Class A common share for the second quarter 2023 on September 5, 2023.

- Between January 1, 2023 and September 30, 2023, added $224.7 million of contracted revenues to forward charter cover, calculated on the basis of the median firm periods of the respective charters. 18 new charter fixtures (including short re-charters of the same vessel) or extensions were agreed on eight ships between 2,200 and 3,500 TEU, charter extensions were exercised for two 7,800 TEU ships, a forward fixture was agreed for one ECO 9,100 TEU ship, and four 8,544 TEU vessels were purchased with charters attached; with the exception of one very short re-positioning charter, firm charter terms range from a few months to two years. Contracted revenue as of September 30, 2023, calculated on the same basis, was $1.81 billion.

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- Expanded our relationship with Ascenz Marorka to accelerate the implementation of their Smart Shipping solutions across our containership fleet, in collaboration with our liner customers, to provide real-time data and AI-supported live performance management capabilities, facilitating operational optimization, pro-active maintenance, and increasingly automated fuel consumption and emissions monitoring, giving rise to expected fleet-wide cost savings.

- Continued to opportunistically repurchase Class A common shares under the $40.0 million buy-back authorization approved by our Board of Directors, which was established in March 2022 and replenished in July 2023 (the “Buy-back Authorization”). During the nine months ended September 30, 2023, we repurchased an aggregate of 1,154,721 Class A common shares, at repurchase prices ranging from between $16.12 and $18.69 per share, with an average price of $17.68. During the three months ended September 30, 2023, we repurchased an aggregate of 187,479 Class A common shares, at repurchase prices ranging from between $17.98 and $18.49, with an average price of $18.31. Since its inception, a total of 2,303,303 Class A common shares have been repurchased under the Buy-back Authorization, for approximately $42.0 million, with approximately $38.0 million of authorized capacity remaining.

George Youroukos, Executive Chairman of Global Ship Lease, stated: “With over two years of forward contract cover, and only a small number of ships coming open through end 2024, we remained focused throughout the third quarter on optimizing our operating performance and maintaining our disciplined approach to capital allocation. Macro headwinds, geopolitical uncertainty, and the size of the orderbook remain areas of concern for the overall industry, but the GSL fleet continues to operate efficiently, servicing fixed-rate term charters contracted to liner operators that have built considerable financial resilience during the all-time market highs of recent years. The combination of our strong balance sheet and the continued normalization of asset prices is making the prospect of selective, and increasingly countercyclical, vessel acquisitions more interesting, with any eventual purchase activity guided by our established strict investment criteria focused on creating shareholder value.

“Moving forward, our fleet of well-specified, mid-sized and smaller containerships is well supported by the combination of a relatively modest orderbook for ships of a similar size, the advanced age profile of the peer group against which our ships compete, and the practical needs of the non-mainlane trades for which our ship types remain the workhorses. By maintaining our high level of operational performance, together with our disciplined and dynamic approach to capital allocation, GSL is well positioned to maintain our track record of success while simultaneously providing our shareholders with an attractive dividend, opportunistically buying back shares, and remaining vigilant for accretive opportunities.”

Ian Webber, Chief Executive Officer, stated: “On a firm foundation of attractive, fixed-rate time charters, we continue to successfully execute our long-term strategy of de-levering and de-risking GSL. Our prudent financial leverage of below 2x, and highly competitive cost of debt at 4.55%, which benefits from fully hedged interest rate risk through 2026, speak to the extent of our continuing progress in that regard. Moreover, our acquisition strategy over the last several years has consistently focused on containerships that would re-enter the charter market on the expiration of their initial GSL charters with little or no remaining leverage, limiting downside exposure and weighting their return profile to the upside. We have also continued to make value-enhancing investments to maintain the commercial attractiveness of our existing fleet, most recently with the accelerated implementation of Ascenz Marorka’s real-time, AI-supported Smart Shipping solution to help optimize vessel performance, monitor fuel consumption and emissions, and facilitate additional cost savings through pro-active maintenance. Our industry has always been cyclical, and we believe that we have taken good advantage of the 2021 - 2022 super upcycle to ensure that we are well positioned to act prudently and countercyclically moving forward for the long-term benefit of our shareholders”.

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SELECTED FINANCIAL DATA – UNAUDITED

(thousands of U.S. dollars)

	Three months ended September 30, 2023		Three months ended September 30, 2022		Nine months ended September 30, 2023		Nine months ended September 30, 2022

Operating Revenue ⁽¹⁾		174,530		172,536		495,901		480,623
Operating Income		94,157		101,725		264,364		269,051
Net Income ⁽²⁾		82,687		89,611		230,299		210,768
Adjusted EBITDA ⁽³⁾		121,850		111,406		334,922		298,363
Normalized Net Income ⁽³⁾		82,356		87,491		231,895		220,970

(1) Operating Revenue is net of address commissions which represent a discount provided directly to a charterer based on a fixed percentage of the agreed upon charter rate and also includes the amortization of intangible liabilities, the effect of the straight lining of time charter modifications and the compensation from charterers for drydock and other capitalized expenses installation. Brokerage commissions are included in “Time charter and voyage expenses” (see below).

(2) Net Income available to common shareholders.

(3) Adjusted EBITDA and Normalized Net Income are non-U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) financial measures, as explained further in this press release, and are considered by Global Ship Lease to be a useful measure of its performance. For reconciliations of these non-U.S. GAAP financial measures to net income, the most directly comparable U.S. GAAP financial measure, please see “Reconciliation of Non-U.S. GAAP Financial Measures” below.

Operating Revenue and Utilization

Operating revenue derived from fixed-rate, mainly long-term, time-charters was $174.5 million in the third quarter 2023, up $2.0 million (or 1.2%) on operating revenue of $172.5 million in the prior year period. The period-on-period increase in operating revenue was principally due to charter renewals at higher rates on a number of vessels and the acquisition of four vessels which were delivered to us in the second quarter 2023, partially offset by $7.8 million reduction in the amortization of intangible liabilities arising on below-market charters attached to certain vessel additions and $7.8 million decrease in effect from straight lining time charter modifications. There were 246 days of offhire and idle time in the third quarter 2023 of which 191 were for scheduled drydockings, compared to 149 days of offhire in the prior year period of which 47 were for scheduled drydockings. Utilization for the third quarter 2023 was 96.1% compared to utilization of 97.5% in the prior year period.

For the nine months ended September 30, 2023, operating revenue was $495.9 million, up $15.3 million (or 3.2%) on operating revenue of $480.6 million in the prior year period, mainly due to the factors noted above.

The table below shows fleet utilization for the three and nine months ended September 30, 2023 and 2022, and for the years ended December 31, 2022, 2021, 2020 and 2019.

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	Three months ended						Nine months ended						Year ended
Days	Sep 30, 2023			Sep 30, 2022			Sep 30, 2023			Sep 30, 2022			Dec 31, 2022			Dec 31, 2021			Dec 31, 2020			Dec 31, 2019

Ownership days		6,256			5,980			18,029			17,745			23,725			19,427			16,044			14,326
Planned offhire - scheduled drydock		(191	)		(47	)		(627	)		(356	)		(581	)		(752	)		(687	)		(537	)
Unplanned offhire		(33	)		(102	)		(207	)		(338	)		(460	)		(260	)		(95	)		(105	)
Idle time		(22	)		nil			(42	)		(30	)		(30	)		(88	)		(338	)		(164	)
Operating days		6,010			5,831			17,153			17,021			22,654			18,327			14,924			13,520

Utilization		96.1	%		97.5	%		95.1	%		95.9	%		95.5	%		94.3	%		93.0	%		94.4	%

As of September 30, 2023 one regulatory drydocking was in progress and one further regulatory drydocking is anticipated for the fourth quarter.

Vessel Operating Expenses

Vessel operating expenses, which are primarily the costs of crew, lubricating oil, repairs, maintenance, insurance and technical management fees, were up 12.4% to $46.1 million for the third quarter 2023, compared to $41.0 million in the prior year period. The increase of $5.1 million was mainly due to (i) our acquisition of four vessels which were delivered to us during second quarter 2023 (ii) increased crew expenses mainly due to global inflation and the limited supply of crew and (iii) increased cost of insurance due to increased premiums. The average cost per ownership day in the quarter was $7,369, compared to $6,855 for the prior year period, up $514 per day, or 7.5%. For the nine months ended September 30, 2023, vessel operating expenses were $132.3 million, or an average of $7,337 per day, compared to $121.9 million in the prior year period, or $6,869 per day, an increase of $468 per ownership day, or 6.8%.

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 $6.0 million for the third quarter 2023, compared to $5.1 million in the prior year period. The increase was mainly due to additional commissions, bunkers and voyage expenses due to our acquisition of four vessels which were delivered to us during second quarter 2023, increased commissions on charter renewals at higher rates, additional voyage administration costs, and additional operational requests from charterers.

For the nine months ended September 30, 2023, time charter and voyage expenses were $18.2 million, or an average of $1,009 per day, compared to $14.6 million in the prior year period, or $822 per day, an increase of $187 per ownership day, or 22.7% mainly to the factors noted above.

Depreciation and Amortization

Depreciation and amortization for the third quarter 2023 was $24.0 million, compared to $20.5 million in the prior year period. The increase was mainly due to our acquisition of four vessels which were delivered to us in second quarter 2023 and 16 drydockings completed after September 30, 2022.

Depreciation for the nine months ended September 30, 2023 was $67.3 million, compared to $60.6 million in the prior year period, with the increase being due to the 16 drydockings completed after September 30, 2022 and our acquisition of four vessels which were delivered to us during the second quarter of 2023.

General and Administrative Expenses

General and administrative expenses were $4.2 million in the third quarter 2023, the same as in the prior year period. The average general and administrative expense per ownership day for the third quarter 2023 was $679, compared to $695 in the prior year period, a decrease of $16 or 2.3%.

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For the nine months ended September 30, 2023, general and administrative expenses were $13.7 million, compared to $14.4 million in the prior year period, mainly due to lower stock-based compensation expense in the first quarter 2023 and a one-off expense in prior year period due to social security charges related to settlement of shares under the Omnibus Incentive Plan, and a decrease in the directors’ and officers’ insurance costs. The average general and administrative expense per ownership day for the nine-month period ended September 30, 2023 was $763, compared to $814 in the prior year period, a decrease of $51 or 6.3%.

Adjusted EBITDA

Adjusted EBITDA (a non-GAAP financial measure) was $121.9 million for the third quarter 2023, up from $111.4 million for the prior year period, with the net increase being mainly due to increased revenue from charter renewals at higher rates and the addition of four vessels which were delivered to us during second quarter 2023.

Adjusted EBITDA for the nine months ended September 30, 2023 was $334.9 million, compared to $298.4 million for the prior year period, an increase of $36.5 million or 12.2%.

Interest Expense and Interest Income

Debt as of September 30, 2023 totaled $874.3 million, comprising $461.5 million of secured bank debt collateralized by vessels, $297.5 million of 2027 Secured Notes collateralized by vessels, and $115.3 million under sale and leaseback financing transactions. As of September 30, 2023, five of our vessels were unencumbered.

Debt as of September 30, 2022 totaled $999.5 million, comprising $498.7 million of secured bank debt collateralized by vessels, $350.0 million of 2027 Secured Notes collateralized by vessels, $150.8 million under sale and leaseback financing transactions. As of September 30, 2022, five of our vessels were unencumbered.

Interest and other finance expenses for the third quarter 2023 was $11.6 million, down from $16.1 million for the prior year period. The decrease is mainly due to the non-cash write-off of deferred financing charges of $2.1 million plus $1.8 million premium paid following the full repayment of our 8.00% Senior Unsecured Notes (“2024 Notes”) in July 2022, which was partially offset by $1.3 million of accelerated amortization of premium. The blended cost of debt, taking into account interest rate caps, has marginally increased from approximately 4.53% for the third quarter 2022 to 4.55% for the third quarter 2023 due to variations in amortization schedules and the addition of a new credit facility for the four additional vessels.

Interest and other finance expenses for the nine months ended September 30, 2023 was $33.6 million, down from $64.9 million for the prior year period. The decrease is mainly due to (i) the 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, (ii) the non-cash write off of deferred financing charges of $0.3 million on the full repayment of the Hellenic Credit Facility and (iii) the $2.4 million premium paid on the redemption of the 2024 Notes, and the associated non-cash write off of deferred financing charges of $2.1 million, which was partially offset by $1.3 million of accelerated amortization of premium and (iv) 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 all of which took place in the nine months ended September 30, 2022, which was partially offset by increased interest expense due to the addition of the new loan to finance the four additional vessels.

Interest income for the third quarter 2023 was $2.5 million, up from $0.7 million for the prior year period.

Interest income for the nine months ended September 30, 2023 was $6.9 million, compared to $1.2 million for the prior year period.

Other (expenses)/income, net

Other expenses, net was $0.3 million in the third quarter 2023, compared to other income, net of $1.0 million in the prior year period. Other income, net was $0.9 million for the nine months ended September 30, 2023, compared to $1.2 million for the prior year period.

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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 2026 on $484.1 million of floating rate debt, which reduces over time in line with anticipated debt amortization 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 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. Interest rate caps have automatically transited to 1 month Compounded SOFR on July 1, 2023 at a level of 0.64%. A positive fair value adjustment of $0.3 million for the third quarter 2023 was recorded through the statement of income. The negative fair value adjustment for the nine months ended September 30, 2023 amounted to $1.0 million.

Earnings Allocated to Preferred Shares

The Series B Preferred Shares carry a coupon of 8.75%, the cost of which for the third quarter 2023 was $2.4 million, the same as in the prior year period. The cost for the nine months ended September 2023 was $7.2 million, the same as for the prior year period.

Net Income Available to Common Shareholders

Net income available to common shareholders for the third quarter 2023 was $82.7 million. Net income available to common shareholders for the prior year period was $89.6 million.

Earnings per share for the third quarter 2023 was $2.34, a decrease of 4.1% from the earnings per share for the prior year period, which was $2.44.

For the nine months ended September 30, 2023, net income available to common shareholders was $230.3 million. Net income available to common shareholders for the prior year period was $210.8 million.

Earnings per share for the nine months ended September 30, 2023 was $6.49, an increase of 12.9% from the earnings per share for the prior year period, which was $5.75.

Normalized net income (a non-GAAP financial measure) for the third quarter 2023, was $82.4 million. Normalized net income for the prior year period was $87.5 million. Normalized net income for the nine months ended September 30, 2023 was $231.9 million, as compared to $221.0 million for the prior year period.

Normalized earnings per share (a non-GAAP financial measure) for the third quarter 2023 was $2.33, a decrease of 2.1% from Normalized earnings per share for the prior year period, which was $2.38.

Normalized earnings per share for the nine months ended September 30, 2023 was $6.54, an increase of 8.5% from Normalized earnings per share for the prior year period, which was $6.03.

Fleet

As of September 30, 2023, we had 68 containerships in our fleet.

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Vessel Name	Capacity in TEUs	Lightweight (tons)	Year Built	Charterer	Earliest Charter Expiry Date	Latest Charter Expiry Date ⁽²⁾	Daily Charter Rate $

CMA CGM Thalassa	11,040	38,577	2008	CMA CGM	4Q25	2Q26	47,200
ZIM Norfolk (ex UASC Al Khor) ⁽¹⁾	9,115	31,764	2015	ZIM	2Q27	4Q27	65,000
Anthea Y ⁽¹⁾	9,115	31,890	2015	COSCO ⁽³⁾	3Q25	4Q25 ⁽³⁾	38,000 ⁽³⁾
ZIM Xiamen (ex Maira XL)⁽¹⁾	9,115	31,820	2015	ZIM	3Q27	4Q27	65,000
MSC Tianjin	8,603	34,325	2005	MSC	2Q24	3Q24	19,000
MSC Qingdao ⁽⁴⁾	8,603	34,609	2004	MSC	2Q24	2Q25	23,000
GSL Ningbo	8,603	34,340	2004	MSC	3Q27	4Q27 ⁽⁵⁾	Footnote ⁽⁵⁾
GSL Alexandra	8,544	37,777	2004	Confidential	3Q25	3Q26	Footnote ⁽⁶⁾

GSL Sofia	8,544	37,777	2003	Confidential	3Q25	3Q26	Footnote ⁽⁶⁾
GSL Effie	8,544	37,777	2003	Confidential	3Q25	4Q26	Footnote ⁽⁶⁾
GSL Lydia	8,544	37,777	2003	Confidential	2Q25	3Q26	Footnote ⁽⁶⁾
GSL Eleni	7,847	29,261	2004	Maersk	3Q24	1Q25 ⁽⁷⁾	16,500 ⁽⁷⁾
GSL Kalliopi	7,847	29,105	2004	Maersk	3Q24	4Q24 ⁽⁷⁾	18,900 ⁽⁷⁾
GSL Grania	7,847	29,190	2004	Maersk	3Q24	1Q25 ⁽⁷⁾	17,750 ⁽⁷⁾
Mary ⁽¹⁾	6,927	23,424	2013	CMA CGM ⁽⁸⁾	4Q28	1Q31 ⁽⁸⁾	25,910 ⁽⁸⁾
Kristina ⁽¹⁾	6,927	23,421	2013	CMA CGM ⁽⁸⁾	3Q29	4Q31 ⁽⁸⁾	25,910 ⁽⁸⁾
Katherine ⁽¹⁾	6,927	23,403	2013	CMA CGM ⁽⁸⁾	1Q29	2Q31 ⁽⁸⁾	25,910 ⁽⁸⁾
Alexandra ⁽¹⁾	6,927	23,348	2013	CMA CGM ⁽⁸⁾	2Q29	3Q31 ⁽⁸⁾	25,910 ⁽⁸⁾
Alexis ⁽¹⁾	6,882	23,919	2015	CMA CGM ⁽⁸⁾	2Q29	3Q31 ⁽⁸⁾	25,910 ⁽⁸⁾
Olivia I ⁽¹⁾	6,882	23,864	2015	CMA CGM ⁽⁸⁾	2Q29	2Q31 ⁽⁸⁾	25,910 ⁽⁸⁾
GSL Christen	6,840	27,954	2002	Maersk	4Q23	4Q23	35,000
GSL Nicoletta	6,840	28,070	2002	Maersk	3Q24	1Q25	35,750
CMA CGM Berlioz	6,621	26,776	2001	CMA CGM	4Q25	2Q26	37,750
Agios Dimitrios ⁽⁴⁾	6,572	24,931	2011	MSC	4Q23	3Q24	20,000
GSL Vinia	6,080	23,737	2004	Maersk	3Q24	1Q25	13,250
GSL Christel Elisabeth	6,080	23,745	2004	Maersk	2Q24	1Q25	13,250
GSL Dorothea	5,992	24,243	2001	Maersk	3Q24	3Q26	18,600 ⁽⁹⁾
GSL Arcadia	6,008	24,858	2000	Maersk	2Q24	1Q26	18,600 ⁽⁹⁾
GSL Violetta	6,008	24,873	2000	Maersk	4Q24	4Q25	18,600 ⁽⁹⁾
GSL Maria	6,008	24,414	2001	Maersk	4Q24	1Q27	18,600 ⁽⁹⁾
GSL MYNY	6,008	24,873	2000	Maersk	3Q24	1Q26	18,600 ⁽⁹⁾
GSL Melita	6,008	24,848	2001	Maersk	3Q24	3Q26	18,600 ⁽⁹⁾
GSL Tegea	5,992	24,308	2001	Maersk	3Q24	3Q26	18,600 ⁽⁹⁾
Tasman	5,936	25,010	2000	Maersk	4Q23	2Q24	20,000
ZIM Europe	5,936	25,010	2000	ZIM	1Q24	2Q24	24,250
Ian H	5,936	25,128	2000	ZIM	2Q24	4Q24	32,500
GSL Tripoli	5,470	22,259	2009	Maersk	4Q24	4Q27	36,500 ⁽¹⁰⁾
GSL Kithira	5,470	22,108	2009	Maersk	4Q24	1Q28	36,500 ⁽¹⁰⁾
GSL Tinos	5,470	22,067	2010	Maersk	4Q24	4Q27	36,500 ⁽¹⁰⁾
GSL Syros	5,470	22,098	2010	Maersk	4Q24	4Q27	36,500 ⁽¹⁰⁾
Dolphin II	5,095	20,596	2007	OOCL	1Q25	3Q25	53,500
Orca I	5,095	20,633	2006	Maersk	2Q24	4Q25	21,000⁽¹¹⁾
CMA CGM Alcazar	5,089	20,087	2007	CMA CGM	3Q26	1Q27	35,500
GSL Château d’If	5,089	19,994	2007	CMA CGM	4Q26	1Q27	35,500
GSL Susan	4,363	17,309	2008	CMA CGM	3Q27	1Q28	Footnote ⁽¹²⁾
CMA CGM Jamaica	4,298	17,272	2006	CMA CGM	1Q28	2Q28	Footnote ⁽¹²⁾
CMA CGM Sambhar	4,045	17,429	2006	CMA CGM	1Q28	2Q28	Footnote ⁽¹²⁾
CMA CGM America	4,045	17,428	2006	CMA CGM	1Q28	2Q28	Footnote ⁽¹²⁾
GSL Rossi	3,421	16,420	2012	ZIM	1Q26	3Q26	38,875 ⁽¹³⁾
GSL Alice	3,421	16,543	2014	CMA CGM	2Q25	2Q25	20,500 ⁽¹⁴⁾
GSL Eleftheria	3,404	16,642	2013	Maersk	3Q25	4Q25	37,975
GSL Melina	3,404	16,703	2013	Hapag-Lloyd	2Q24	3Q24	21,000
GSL Valerie	2,824	11,971	2005	ZIM	1Q25	3Q25	35,600 ⁽¹⁵⁾
Matson Molokai	2,824	11,949	2007	Matson	2Q25	3Q25	36,500
GSL Lalo	2,824	11,950	2006	MSC	1Q24	2Q24	17,500
GSL Mercer	2,824	11,970	2007	ONE	4Q24	2Q25	35,750
Athena	2,762	13,538	2003	Hapag-Lloyd	2Q24	2Q24	21,500
GSL Elizabeth	2,741	11,507	2006	Unifeeder	1Q24	2Q24	15,250
Beethoven (tbr GSL Chloe)	2,546	12,212	2012	ONE	4Q24	1Q25	33,000
GSL Maren	2,546	12,243	2014	Swire	1Q24	2Q24	18,200 ⁽¹⁶⁾
Maira	2,506	11,453	2000	Hapag-Lloyd	3Q24	4Q24	17,750 ⁽¹⁷⁾
Nikolas	2,506	11,370	2000	CMA CGM	1Q24	1Q24	16,750
Newyorker	2,506	11,463	2001	CMA CGM	1Q24	3Q24	20,700
Manet	2,272	11,727	2001	OOCL	4Q24	2Q25	32,000
Keta	2,207	11,731	2003	CMA CGM	1Q25	1Q25	25,000
Julie	2,207	11,731	2002	Confidential	2Q25	3Q25	Footnote ⁽¹⁸⁾
Kumasi	2,207	11,791	2002	Wan Hai	1Q25	2Q25	38,000
Akiteta	2,207	11,731	2002	OOCL	4Q24	1Q25	32,000

Page 7

(1)	Modern design, high reefer capacity, fuel-efficient vessel.

(2)

In many instances charterers have the option to extend a charter beyond the nominal latest expiry date by the amount of time that the vessel was off hire during the course of that charter. This additional charter time (“Offhire Extension”) is computed at the end of the initially contracted charter period. The Latest Charter Expiry Dates shown in this table have been adjusted to reflect offhire accrued up to September 30, 2023 plus estimated offhire scheduled to occur during the remaining lifetimes of the respective charters. However, as actual offhire can only be calculated at the end of each charter, in some cases actual Offhire Extensions – if invoked by charterers – may exceed the Latest Charter Expiry Dates indicated.

(3)

Anthea Y was forward fixed to a leading liner operator for a period of 24 months +/- 30 days, with the new charter scheduled to commence upon expiry of the existing charter in 4Q 2023. The new charter is expected to generate annualized Adjusted EBITDA of approximately $11.9 million.

(4)

MSC Qingdao & Agios Dimitrios are fitted with Exhaust Gas Cleaning Systems (“scrubbers”).

(5)

GSL Ningbo was chartered to MSC at $22,500 per day to 3Q 2023. Thereafter, the charter has been extended by 48 to 52 months, at a rate expected to generate annualized Adjusted EBITDA of approximately $16.5 million.

(6)

GSL Alexandra, GSL Sofia, GSL Effie and GSL Lydia delivered in 2Q 2023. Contract cover for each vessel is for a minimum firm period 24 months from the date each vessel is delivered, with charterers holding one year extension options. The vessels are expected to generate aggregate Adjusted EBITDA of approximately $76.6 million over the minimum firm period, increasing to $95.3 million if all options are exercised.

(7)

GSL Eleni (delivered 2Q 2019) is chartered for five years; GSL Kalliopi (delivered 4Q 2019) and GSL Grania (delivered 3Q 2019) are chartered for three years plus two successive periods of one year each, at the option of the charterer. The first of these extension options was exercised for both vessels in 2Q 2022 and commenced for GSL Grania and for GSL Kalliopi in 3Q and in 4Q 2022, respectively. The second of these extension options was exercised for both vessels in 2Q 2023 and commenced for both vessels in 3Q 2023. During the option periods the charter rates for GSL Kalliopi and GSL Grania are $18,900 per day and $17,750 per day respectively.

(8)

Mary, Kristina, Katherine, Alexandra, Alexis, Olivia I were forward fixed to Hapag-Lloyd for five years, followed by two periods of 12 months each at the option of the charterer. The new charters are scheduled to commence as each of the existing charters expire, on a staggered basis, between approximately late 2023 and late 2024. The charters are expected to generate average annualized Adjusted EBITDA of approximately $13.1 million per ship.

(9)

GSL Maria, GSL Violetta, GSL Arcadia, GSL MYNY, GSL Melita, GSL Tegea and GSL Dorothea. Contract cover for each ship is for a firm period of at least three years from the date each vessel was delivered, with charterers holding a one-year extension option on each charter (at a rate of $12,900 per day), followed by a second option (at a rate of $12,700 per day) with the period determined by – and terminating prior to – each vessel’s 25th year drydocking & special survey.

(10)

GSL Tripoli, GSL Kithira, GSL Tinos, and GSL Syros. Ultra-high reefer ships of 5,470 TEU each. Contract cover on each ship is for a firm period of three years, from their delivery dates in 2021, at a rate of $36,500 per day, with a period of an additional three years (at $17,250 per day) at charterers’ option.

(11)

Orca I. Chartered at $21,000 per day through to the median expiry of the charter in 2Q 2024; thereafter the charterer has the option in 1Q 2024 to charter the vessel for a further 12-14 months at the same rate from 3Q 2024.

(12)

GSL Susan, CMA CGM Jamaica, CMA CGM Sambhar and CMA CGM America. In July 2022, these four vessels were each forward fixed for five years +/- 45 days at charter rates expected to generate average annualized Adjusted EBITDA of approximately $11.2 million per vessel. The new charter for GSL Susan commenced in 4Q 2022, while the charters for the remaining three vessels commenced in late 1Q 2023.

(13)

GSL Rossi. Chartered at an average rate of $38,875 per day-$42,750 for the first 18 months, $38,000 for the next 18 months and $35,000 for the remaining period.

(14)

GSL Alice. Chartered at $20,500 per day for a period of 24 months +/- 30 days at the option of charterer. The new charter commenced in May 2023.

(15)

GSL Valerie. Chartered at an average rate of $35,600 per day-$40,000 for the first 12 months, $36,000 for the next 12 months and $32,000 for the remaining period.

(16)

GSL Maren. Charter extended to Westwood (Swire) for a period of 11 to 14 months, commenced at the end of 1Q 2023 at a rate of $17,200 per day for the first 2 months and for the remaining period at a rate of $18,200 per day.

(17)

Maira. Chartered to 4Q 2023 at $17,750 per day; thereafter, extended at $16,000 per day to 3Q 2024 / 4Q 2024.

(18)

Julie. Forward fixed to a leading liner company for a period of 24 months +/- 30 days at the option of the charterer. The new charter commenced in 3Q 2023, after the vessel’s scheduled drydock. The new charter is expected to generate annualized Adjusted EBITDA of approximately $2.0 million.

Page 8

Conference Call and Webcast

Global Ship Lease will hold a conference call to discuss the Company's results for the three and nine months ended September 30, 2023 today, Thursday November 9, 2023 at 10:30 a.m. Eastern Time. There are two ways to access the conference call:

(1) Dial-in: (646) 968-2525 or (888) 596-4144; Event ID: 9486690

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 2022 was filed with the Securities and Exchange Commission (the “Commission”) on March 23, 2023. 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 of September 30, 2023, Global Ship Lease owned 68 containerships ranging from 2,207 to 11,040 TEU, with an aggregate capacity of 375,406 TEU. 36 ships are wide-beam Post-Panamax.

As of September 30, 2023, the average remaining term of the Company’s charters, to the mid-point of redelivery, including options under the Company’s control and other than if a redelivery notice has been received, was 2.1 years on a TEU-weighted basis. Contracted revenue on the same basis was $1.81 billion. Contracted revenue was $2.23 billion, including options under charterers’ control and with latest redelivery date, representing a weighted average remaining term of 2.8 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.

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.

Page 9

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)

		Three months ended September 30, 2023		Three months ended September 30, 2022			Nine months ended September 30, 2023			Nine months ended September 30, 2022


Net income available to Common Shareholders		82,687			89,611			230,299			210,768

Adjust:	Depreciation and amortization	23,980			20,522			67,336			60,647
	Amortization of intangible liabilities	(1,518	)		(9,305	)		(6,563	)		(32,725	)
	Fair value adjustment on derivative asset	(331	)		(4,660	)		1,037			(11,308	)
	Interest income	(2,501	)		(680	)		(6,895	)		(1,195	)
	Interest expense	11,615			16,142			33,623			64,884
	Share based compensation	2,505			2,222			7,684			7,882
	Earnings allocated to preferred shares	2,384			2,384			7,152			7,152
	Income tax	-			(50	)		5			(50	)
	Effect from straight lining time charter modifications	3,029			(4,780	)		1,244			(7,692	)
Adjusted EBITDA		121,850			111,406			334,922			298,363

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.

Page 10

NORMALIZED NET INCOME – UNAUDITED

(thousands of U.S. dollars)

		Three months ended September 30, 2023		Three months ended September 30, 2022		Nine months ended September 30, 2023		Nine months ended September 30, 2022

Net income available to Common Shareholders		82,687		89,611			230,299		210,768

Adjust:	Fair value adjustment on derivative assets	(331	)	(4,660	)		1,037		(11,308	)
	Premium paid on redemption of 2024 Notes	-		1,780			-		2,350
	Accelerated write off of deferred financing charges related to redemption of 2024 Notes	-		2,104			-		2,104
	Accelerated write off of premium related to redemption of 2024 Notes	-		(1,344	)		-		(1,344	)
	Accelerated write off of deferred financing charges related to full repayment of Hellenic Credit Facility	-		-			-		298
	Accelerated write off of deferred financing charges related to full repayment of Hayfin Credit Facility	-		-			-		2,822
	Prepayment fee on repayment of Hayfin Credit Facility	-		-			-		11,229
	Prepayment fee on repayment of Blue Ocean Credit Facility	-		-			-		3,968
	Accelerated write off of deferred financing charges related to full repayment of Blue Ocean Credit Facility	-		-			-		83
	Accelerated write off of deferred financing charges related to partial repayment of HCOB-CACIB Credit Facility	-		-			108		-
	Forfeit of certain stock-based compensation awards	-		-			451		-
Normalized net income		82,356		87,491			231,895		220,970

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.

Page 11

NORMALIZED EARNINGS PER SHARE – UNAUDITED

	Three months ended September 30, 2023			Three months ended September 30, 2022			Nine months ended September 30, 2023		Nine months ended September 30, 2022

EPS as reported (USD)		2.34			2.44			6.49		5.75
Normalized net income adjustments-Class A common shares (in thousands USD)		(331	)		(2,120	)		1,596		10,202
Weighted average number of Class A Common shares		35,355,554			36,790,836			35,473,382		36,649,874
Adjustment on EPS (USD)		(0.01	)		(0.06	)		0.05		0.28
Normalized EPS (USD)		2.33			2.38			6.54		6.03

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:

•

future operating or financial results;

•

expectations regarding the strength of future growth of the container shipping industry, including the rates of annual demand and supply growth;

•

geo-political events such as the conflict in Ukraine and the recent escalation of the Israel-Gaza conflict;

•

the length and severity of the ongoing outbreak of the novel coronavirus (COVID-19) around the world and governmental responses thereto;

•

the financial condition of our charterers and their ability and willingness to pay charterhire to us in accordance with the charters and our expectations regarding the same;

•

the overall health and condition of the U.S. and global financial markets;

•

our financial condition and liquidity, including our ability to obtain additional financing to fund capital expenditures, vessel acquisitions and for other general corporate purposes and our ability to meet our financial covenants and repay our borrowings;

•

our expectations relating to dividend payments and expectations of our ability to make such payments including the availability of cash and the impact of constraints under our loan agreements;

•

future acquisitions, business strategy and expected capital spending;

Page 12

•

operating expenses, availability of key employees, crew, number of off-hire days, drydocking and survey requirements, costs of regulatory compliance, insurance costs and general and administrative costs;

•

general market conditions and shipping industry trends, including charter rates and factors affecting supply and demand;

•

assumptions regarding interest rates and inflation;

•

changes in the rate of growth of global and various regional economies;

•

risks incidental to vessel operation, including piracy, discharge of pollutants and vessel accidents and damage including total or constructive total loss;

•

estimated future capital expenditures needed to preserve our capital base;

•

our expectations about the availability of vessels to purchase, the time that it may take to construct new vessels, or the useful lives of our vessels;

•

our continued ability to enter into or renew charters including the re-chartering of vessels on the expiry of existing charters, or to secure profitable employment for our vessels in the spot market;

•

our ability to realize expected benefits from our acquisition of secondhand vessels;

•

our ability to capitalize on our management’s and directors’ relationships and reputations in the containership industry to its advantage;

•

changes in governmental and classification societies’ rules and regulations or actions taken by regulatory authorities;

•

expectations about the availability of insurance on commercially reasonable terms;

•

changes in laws and regulations (including environmental rules and regulations);

•

potential liability from future litigation; and

•

other important factors described from time to time in the reports we file with the U.S. Securities and Exchange Commission (the “SEC”).

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 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 13

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Balance Sheets

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

	September 30, 2023		December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	98,086	$	120,130
Time deposits		14,000		8,550
Restricted cash		62,208		28,363
Accounts receivable, net		3,737		3,684
Inventories		14,114		12,237
Prepaid expenses and other current assets		42,025		33,765
Derivative asset		29,580		29,645
Due from related parties		617		673
Total current assets	$	264,367	$	237,047
NON - CURRENT ASSETS
Vessels in operation	$	1,700,935	$	1,623,307
Advances for vessels' acquisitions and other additions		5,872		4,881
Deferred charges, net		73,468		54,663
Other non - current assets		26,220		31,022
Derivative asset, net of current portion		27,275		33,858
Restricted cash, net of current portion		93,049		121,437
Total non - current assets		1,926,819		1,869,168
TOTAL ASSETS	$	2,191,186	$	2,106,215
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	19,304	$	22,755
Accrued liabilities		29,248		36,038
Current portion of long-term debt		200,626		189,832
Current portion of deferred revenue		41,106		12,569
Due to related parties		516		572
Total current liabilities	$	290,800	$	261,766
LONG-TERM LIABILITIES
Long - term debt, net of current portion and deferred financing costs	$	661,471	$	744,557
Intangible liabilities-charter agreements		7,179		14,218
Deferred revenue, net of current portion		90,178		119,183
Total non - current liabilities		758,828		877,958
Total liabilities	$	1,049,628	$	1,139,724
Commitments and Contingencies		-		-
SHAREHOLDERS' EQUITY
Class A common shares - authorized 214,000,000 shares with a $0.01 par value 35,192,029 shares issued and outstanding (2022 – 35,990,288 shares)	$	351	$	359
Series B Preferred Shares - authorized 104,000 shares with a $0.01 par value 43,592 shares issued and outstanding (2022 – 43,592 shares)		-		-
Additional paid in capital		675,635		688,262
Retained earnings		436,698		246,390
Accumulated other comprehensive income		28,874		31,480
Total shareholders' equity		1,141,558		966,491
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,191,186	$	2,106,215

Page 14

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Income

(Expressed in thousands of U.S. dollars)

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
OPERATING REVENUES
Time charter revenue (include related party revenues of $nil and $nil for each of the three month periods ended September 30, 2023 and 2022, respectively, and $nil and $66,929 for each of the nine month periods ended September 30, 2023 and 2022, respectively)	$	173,012		$	163,231		$	489,338		$	447,898
Amortization of intangible liabilities-charter agreements (includes related party amortization of intangible liabilities-charter agreements of $nil and $nil for the three month periods ended September 30, 2023 and 2022, respectively, and $nil and $5,385 for each of the nine month periods ended September 30, 2023 and 2022, respectively)		1,518			9,305			6,563			32,725
Total Operating Revenues		174,530			172,536			495,901			480,623

OPERATING EXPENSES:
Vessel operating expenses (include related party vessel operating expenses of $5,171 and $4,077 for each of the three month periods ended September 30, 2023 and 2022, respectively, and $14,072 and $12,686 for each of the nine month periods ended September 30, 2023 and 2022, respectively)		46,099			40,997			132,268			121,883
Time charter and voyage expenses (includes related party time charter and voyage expenses of $2,139 and $1,696 for the three month periods ended September 30, 2023 and 2022, respectively, and $5,801 and $4,646 for each of the nine month periods ended September 30, 2023 and 2022, respectively)		6,046			5,136			18,185			14,594
Depreciation and amortization		23,980			20,522			67,336			60,647
General and administrative expenses		4,248			4,156			13,748			14,448
Operating Income		94,157			101,725			264,364			269,051

NON-OPERATING INCOME/(EXPENSES)
Interest income		2,501			680			6,895			1,195
Interest and other finance expenses		(11,615	)		(16,142	)		(33,623	)		(64,884	)
Other (expenses)/income, net		(303	)		1,022			857			1,200
Fair value adjustment on derivative asset		331			4,660			(1,037	)		11,308
Total non-operating expenses		(9,086	)		(9,780	)		(26,908	)		(51,181	)
Income before income taxes		85,071			91,945			237,456			217,870
Income taxes		-			50			(5	)		50
Net Income		85,071			91,995			237,451			217,920
Earnings allocated to Series B Preferred Shares		(2,384	)		(2,384	)		(7,152	)		(7,152	)
Net Income available to Common Shareholders	$	82,687		$	89,611		$	230,299		$	210,768

Page 15

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Cash flows from operating activities:
Net income	$	85,071		$	91,995		$	237,451		$	217,920
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	$	23,980		$	20,522		$	67,336		$	60,647
Amounts reclassified from other comprehensive income		96			-			(80	)		-
Amortization of derivative asset's premium		1,149			370			3,085			499
Amortization of deferred financing costs		1,279			3,658			4,115			9,751
Amortization of original issue premium on repurchase of notes		-			436			-			762
Amortization of intangible liabilities-charter agreements		(1,518	)		(9,305	)		(6,563	)		(32,725	)
Fair value adjustment on derivative asset		(331	)		(4,660	)		1,037			(11,308	)
Prepayment fees on debt repayment		-			-			-			15,197
Stock-based compensation expense		2,505			2,222			7,684			7,882
Changes in operating assets and liabilities:
Increase in accounts receivable and other assets	$	(1,049	)	$	(7,821	)	$	(3,511	)	$	(14,005	)
(Increase)/decrease in inventories		(715	)		398			(1,877	)		(145	)
Increase in derivative asset		-			-			-			(15,370	)
Increase/(decrease) in accounts payable and other liabilities		5,394			(1,045	)		(5,274	)		(2,060	)
(Increase)/decrease in related parties' balances, net		(745	)		364			-			2,547
(Decrease)/increase in deferred revenue		(12,708	)		18,431			(468	)		19,038
Unrealized foreign exchange (gain)/loss		(1	)		(2	)		-			3
Net cash provided by operating activities	$	102,407		$	115,563		$	302,935		$	258,633
Cash flows from investing activities:
Acquisition of vessels	$	-		$	-		$	(123,300	)	$	-
Cash paid for vessel expenditures		(8,018	)		(1,204	)		(12,569	)		(4,429	)
Advances for vessel acquisitions and other additions		(841	)		(511	)		(6,786	)		(2,835	)
Cash paid for drydockings		(15,086	)		(4,463	)		(33,386	)		(19,716	)
Net proceeds from sale of vessel		-			-			5,940			-
Time deposits acquired		(1,400	)		(9,600	)		(5,450	)		(9,500	)
Net cash used in investing activities	$	(25,345	)	$	(15,778	)	$	(175,551	)	$	(36,480	)
Cash flows from financing activities:
Repurchase of 2024 Notes, including premium	$	-		$	(90,801	)	$	-		$	(119,871	)
Proceeds from drawdown of credit facilities		-			-			76,000			60,000
Proceeds from 2027 Secured Notes		-			-			-			350,000
Repayment of credit facilities/sale and leaseback		(50,996	)		(37,162	)		(151,267	)		(117,080	)
Repayment of refinanced debt, including prepayment fees		-			-			-			(276,671	)
Deferred financing costs paid		-			(391	)		(1,140	)		(9,655	)
Cancellation of Class A common shares		(3,441	)		(9,985	)		(20,421	)		(14,910	)
Class A common shares-dividend paid		(13,300	)		(13,856	)		(39,991	)		(36,949	)
Series B preferred shares-dividend paid		(2,384	)		(2,384	)		(7,152	)		(7,152	)
Net cash used in financing activities	$	(70,121	)	$	(154,579	)	$	(143,971	)	$	(172,288	)
Net increase/(decrease) in cash and cash equivalents and restricted cash		6,941			(54,794	)		(16,587	)		49,865
Cash and cash equivalents and restricted cash at beginning of the period		246,402			300,301			269,930			195,642
Cash and cash equivalents and restricted cash at end of the period	$	253,343		$	245,507		$	253,343		$	245,507
Supplementary Cash Flow Information:
Cash paid for interest		17,683			9,173			51,012			34,470
Cash received from interest rate caps		8,464			2,993			24,380			3,247
Non-cash investing activities:
Unpaid capitalized expenses		5,298			7,334			5,298			7,334
Unpaid drydocking expenses		10,622			7,396			10,622			7,396
Non-cash financing activities:
Unrealized (loss)/gain on derivative assets		(380	)		12,349			(5,611	)		35,263

Page 16

Exhibit 99.2

GLOBAL SHIP LEASE, INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PERIOD ENDED SEPTEMBER 30, 2023

GLOBAL SHIP LEASE, INC.

Index	Page
INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS AT SEPTEMBER 30, 2023 AND DECEMBER 31, 2022	F-1
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022	F-2
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022	F-3
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022	F-4
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022	F-5
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-7

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Balance Sheets

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

			As of
	Note			September 30, 2023		December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents				$	98,086	$	120,130
Time deposits					14,000		8,550
Restricted cash					62,208		28,363
Accounts receivable, net					3,737		3,684
Inventories					14,114		12,237
Prepaid expenses and other current assets					42,025		33,765
Derivative asset		5			29,580		29,645
Due from related parties		7			617		673
Total current assets				$	264,367	$	237,047
NON - CURRENT ASSETS
Vessels in operation		3		$	1,700,935	$	1,623,307
Advances for vessels acquisitions and other additions		3			5,872		4,881
Deferred charges, net					73,468		54,663
Other non-current assets		2g			26,220		31,022
Derivative asset, net of current portion		5			27,275		33,858
Restricted cash, net of current portion					93,049		121,437
Total non - current assets					1,926,819		1,869,168
TOTAL ASSETS				$	2,191,186	$	2,106,215
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable				$	19,304	$	22,755
Accrued liabilities					29,248		36,038
Current portion of long - term debt		6			200,626		189,832
Current portion of deferred revenue					41,106		12,569
Due to related parties		7			516		572
Total current liabilities				$	290,800	$	261,766
LONG - TERM LIABILITIES
Long - term debt, net of current portion and deferred financing costs		6		$	661,471	$	744,557
Intangible liabilities - charter agreements		4			7,179		14,218
Deferred revenue, net of current portion					90,178		119,183
Total non - current liabilities					758,828		877,958
Total liabilities				$	1,049,628	$	1,139,724
Commitments and Contingencies		8			-		-
SHAREHOLDERS' EQUITY
Class A common shares - authorized 214,000,000 shares with a $0.01 par value 35,192,029 shares issued and outstanding (2022 - 35,990,288 shares)		9		$	351	$	359
Series B Preferred Shares - authorized 104,000 shares with a $0.01 par value 43,592 shares issued and outstanding (2022 - 43,592 shares)		9			-		-
Additional paid in capital					675,635		688,262
Retained Earnings					436,698		246,390
Accumulated other comprehensive income					28,874		31,480
Total shareholders' equity					1,141,558		966,491
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY				$	2,191,186	$	2,106,215

See accompanying notes to interim unaudited condensed consolidated financial statements

F-1

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Income

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

			Nine months ended September 30,
	Note		2023			2022
OPERATING REVENUES
Time charter revenues (include related party revenues of $nil and $66,929 for each of the periods ended September 30, 2023 and 2022, respectively)			$	489,338		$	447,898
Amortization of intangible liabilities-charter agreements (includes related party amortization of intangible liabilities-charter agreements of $nil and $5,385 for each of the periods ended September 30, 2023 and 2022, respectively)		4		6,563			32,725
Total Operating Revenues				495,901			480,623

OPERATING EXPENSES
Vessel operating expenses (include related party vessel operating expenses of $14,072 and $12,686 for each of the periods ended September 30, 2023 and 2022, respectively)		7		132,268			121,883
Time charter and voyage expenses (include related party time charter and voyage expenses of $5,801 and $4,646 for each of the periods ended September 30, 2023 and 2022, respectively)		7		18,185			14,594
Depreciation and amortization		3		67,336			60,647
General and administrative expenses				13,748			14,448
Operating Income				264,364			269,051

NON-OPERATING INCOME/(EXPENSES)
Interest income				6,895			1,195
Interest and other finance expenses (include acceleration of deferred financing costs of $108 and prepayment fees, acceleration of deferred financing costs and premium of $22,938 for each of the periods ended September 30, 2023 and 2022, respectively)				(33,623	)		(64,884	)
Other income, net				857			1,200
Fair value adjustment on derivative asset		5		(1,037	)		11,308
Total non-operating expenses				(26,908	)		(51,181	)
Income before income taxes				237,456			217,870
Income taxes				(5	)		50
Net Income				237,451			217,920
Earnings allocated to Series B Preferred Shares		9		(7,152	)		(7,152	)
Net Income available to Common Shareholders			$	230,299		$	210,768
Earnings per Share

Weighted average number of Class A common shares outstanding
Basic		11		35,473,382			36,649,874
Diluted		11		36,071,632			37,305,744

Net Earnings per Class A common share
Basic		11	$	6.49		$	5.75
Diluted		11	$	6.38		$	5.65

See accompanying notes to interim unaudited condensed consolidated financial statements

F-2

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Comprehensive Income

(Expressed in thousands of U.S. dollars)

			Nine months ended September 30,
	Note		2023			2022
Net Income available to Common Shareholders			$	230,299		$	210,768
Other comprehensive income:
Cash Flow Hedge:
Unrealized (loss)/gain on derivative assets		5		(5,611	)		35,263
Amortization of interest rate cap premium				3,085			499
Amounts reclassified to earnings				(80	)		-
Total Other Comprehensive (Loss)/Income				(2,606	)		35,762
Total Comprehensive Income			$	227,693		$	246,530

See accompanying notes to interim unaudited condensed consolidated financial statements

F-3

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of U.S. dollars)

			Nine months ended September 30,

	Note		2023			2022
Cash flows from operating activities:
Net Income				237,451			217,920
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3		67,336			60,647
Amounts reclassified from other comprehensive income				(80	)		-
Amortization of derivative asset’s premium				3,085			499
Amortization of deferred financing costs		6		4,115			9,751
Amortization of original issue premium on repurchase of notes				-			762
Amortization of intangible liabilities - charter agreements		4		(6,563	)		(32,725	)
Fair value adjustment on derivative asset		5		1,037			(11,308	)
Prepayment fees on debt repayment		6		-			15,197
Stock-based compensation expense		10		7,684			7,882
Changes in operating assets and liabilities:
Increase in accounts receivable and other assets				(3,511	)		(14,005	)
Increase in inventories				(1,877	)		(145	)
Increase in derivative asset		5		-			(15,370	)
Decrease in accounts payable and other liabilities				(5,274	)		(2,060	)
Decrease in related parties' balances, net		7		-			2,547
(Decrease)/increase in deferred revenue				(468	)		19,038
Unrealized foreign exchange loss				-			3
Net cash provided by operating activities			$	302,935		$	258,633
Cash flows from investing activities:
Acquisition of vessels				(123,300	)		-
Cash paid for vessel expenditures				(12,569	)		(4,429	)
Advances for vessels acquisitions and other additions				(6,786	)		(2,835	)
Cash paid for drydockings				(33,386	)		(19,716	)
Net proceeds from sale of vessel				5,940			-
Time deposits acquired				(5,450	)		(9,500	)
Net cash used in investing activities			$	(175,551	)	$	(36,480	)
Cash flows from financing activities:
Repurchase of 2024 Notes, including premium		6		-			(119,871	)
Proceeds from drawdown of credit facilities		6		76,000			60,000
Proceeds from 2027 Secured Notes		6		-			350,000
Repayment of credit facilities/sale and leaseback		6		(151,267	)		(117,080	)
Repayment of refinanced debt, including prepayment fees		6		-			(276,671	)
Deferred financing costs paid				(1,140	)		(9,655	)
Cancellation of Class A common shares		9		(20,421	)		(14,910	)
Class A common shares - dividend paid		9		(39,991	)		(36,949	)
Series B Preferred Shares - dividend paid		9		(7,152	)		(7,152	)
Net cash used in financing activities			$	(143,971	)	$	(172,288	)
Net (decrease)/increase in cash and cash equivalents and restricted cash				(16,587	)		49,865
Cash and cash equivalents and restricted cash at beginning of the period				269,930			195,642
Cash and cash equivalents and restricted cash at end of the period			$	253,343		$	245,507

Supplementary Cash Flow Information:
Cash paid for interest			$	51,012		$	34,470
Cash received from interest rate caps				24,380			3,247
Non-cash investing activities:
Unpaid capitalized expenses				5,298			7,334
Unpaid drydocking expenses				10,622			7,396
Non-cash financing activities:
Unrealized (loss)/gain on derivative assets				(5,611	)		35,263

See accompanying notes to interim unaudited condensed consolidated financial statements

F-4

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

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

	Number of Common Shares at par value $0.01			Number of Series B Preferred Shares at par value $0.01		Common Shares			Series B Preferred Shares		Series C Preferred Shares		Additional paid-in capital			Retained Earnings			Accumulated Other Comprehensive Income		Total Shareholders' Equity
Balance at December 31, 2021		36,464,109			43,592	$	365		$	-	$	-	$	698,463		$	13,498		$	227	$	712,553
Stock-based compensation expense (Note 10)		447,283			-		4			-		-		3,426			-			-		3,430
Other comprehensive income		-			-		-			-		-		-			-			17,283		17,283
Net Income for the period		-			-		-			-		-		-			70,190			-		70,190
Series B Preferred Shares dividend (Note 9)		-			-		-			-		-		-			(2,384	)		-		(2,384	)
Class A common shares dividend (Note 9)		-			-		-			-		-		-			(9,257	)		-		(9,257	)
Balance at March 31, 2022		36,911,392			43,592	$	369		$	-	$	-	$	701,889		$	72,047		$	17,510	$	791,815

Stock-based compensation expense (Note 10)		-			-		-			-		-		2,231			-			-		2,231
Cancellation of Class A common shares (Note 9)		(184,684	)		-		(2	)		-		-		(4,923	)		-			-		(4,925	)
Other comprehensive income		-			-		-			-		-		-			-			5,760		5,760
Net Income for the period		-			-		-			-		-		-			55,734			-		55,734
Series B Preferred Shares dividend (Note 9)		-			-		-			-		-		-			(2,384	)		-		(2,384	)
Class A common shares dividend (Note 9)		-			-		-			-		-		-			(13,836	)		-		(13,836	)
Balance at June 30, 2022		36,726,708			43,592	$	367		$	-	$	-	$	699,196		$	111,562		$	23,270	$	834,395

Stock-based compensation expense (Note 10)		134.892			-		1			-		-		2,221			-			-		2,222
Cancellation of Class A common shares (Note 9)		(568,835	)		-		(6	)		-		-		(9,979	)		-			-		(9,985	)
Other comprehensive income		-			-		-			-		-		-			-			12,719		12,719
Net Income for the period		-			-		-			-		-		-			91,995			-		91,995
Series B Preferred Shares dividend (Note 9)		-			-		-			-		-		-			(2,384	)		-		(2,384	)
Class A common shares dividend (Note 9)		-			-		-			-		-		-			(13.856	)		-		(13,856	)
Balance at September 30, 2022		36,292,765			43,592	$	362		$	-	$	-		691,438		$	187,317		$	35,989	$	915,106

See accompanying notes to interim unaudited condensed consolidated financial statements

F-5

Global Ship Lease, Inc.

Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

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

	Number of Common Shares at par value $0.01			Number of Series B Preferred Shares at par value $0.01		Common Shares			Series B Preferred Shares		Series C Preferred Shares		Additional paid-in capital			Retained Earnings			Accumulated Other Comprehensive Income			Total Shareholders' Equity
Balance at December 31, 2022		35,990,288			43,592	$	359		$	-	$	-	$	688,262		$	246,390		$	31,480		$	966,491
Stock-based compensation expense (Note 10)		82,944			-		1			-		-		2,673			-			-			2,674
Cancellation of Class A common shares (Note 9)		(582,178	)		-		(6	)		-		-		(9,982	)		-			-			(9,988	)
Issuance of Series B Preferred shares, net of offering costs (Note 9)		-			-		-			-		-		102			-			-			102
Other comprehensive loss		-			-		-			-		-		-			-			(7,182	)		(7,182	)
Net Income for the period		-			-		-			-		-		-			74,604			-			74,604
Series B Preferred Shares dividend (Note 9)		-			-		-			-		-		-			(2,384	)		-			(2,384	)
Class A common shares dividend (Note 9)		-			-		-			-		-		-			(13,351	)		-			(13,351	)
Balance at March 31, 2023		35,491,054			43,592	$	354		$	-	$	-	$	681,055		$	305,259		$	24,298		$	1,010,966

Stock-based compensation expense (Note 10)		59,924			-		1			-		-		2,504			-			-			2,505
Cancellation of Class A common shares (Note 9)		(385,064	)		-		(4	)		-		-		(6,988	)		-			-			(6,992	)
Other comprehensive income		-			-		-			-		-		-			-			3,711			3,711
Net Income for the period		-			-		-			-		-		-			77,776			-			77,776
Series B Preferred Shares dividend (Note 9)		-			-		-			-		-		-			(2,384	)		-			(2,384	)
Class A common shares dividend (Note 9)		-			-		-			-		-		-			(13,340	)		-			(13,340	)
Balance at June 30, 2023		35,165,914			43,592	$	351		$	-	$	-	$	676,571		$	367,311		$	28,009		$	1,072,242

Stock-based compensation expense (Note 10)		213,594			-		2			-		-		2,503			-			-			2,505
Cancellation of Class A common shares (Note 9)		(187,479	)		-		(2	)		-		-		(3,439	)		-			-			(3,441	)
Other comprehensive income		-			-		-			-		-		-			-			865			865
Net Income for the period		-			-		-			-		-		-			85,071			-			85,071
Series B Preferred Shares dividend (Note 9)		-			-		-			-		-		-			(2,384	)		-			(2,384	)
Class A common shares dividend (Note 9)		-			-		-			-		-		-			(13,300	)		-			(13,300	)
Balance at September 30, 2023		35,192,029			43,592	$	351		$	-	$	-	$	675,635		$	436,698		$	28,874		$	1,141,558

See accompanying notes to interim unaudited condensed consolidated financial statements

F-6

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

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

1.	Description of Business

The Company’s business is to own and charter out containerships to leading liner companies.

On August 14, 2008, Global Ship Lease, Inc. (the “Company”) merged indirectly with Marathon Acquisition Corp., a company then listed on The American Stock Exchange, and with the pre-existing Global Ship Lease, Inc. GSL Holdings, Inc. was the surviving entity (the “Marathon Merger”), changed its name to Global Ship Lease, Inc. and became listed on The New York Stock Exchange (the “NYSE”).

On November 15, 2018, the Company completed a transformative transaction and acquired Poseidon Containers’ 20 containerships, one of which, the Argos, was contracted to be sold, which sale was completed in December 2018, (the “Poseidon Transaction”).

In 2021, the Company purchased 23 vessels. The Company purchased seven containerships of approximately 6,000 TEU each (the “Seven Vessels”), 12 containerships from Borealis Finance LLC (the “Twelve Vessels”) and four 5,470 TEU Panamax containerships (the “Four Vessels”). Also on June 30, 2021, vessel La Tour was sold.

During the second quarter of 2023, the Company purchased four 8,544 TEU vessels for an aggregate purchase price of $123,300, which were delivered in various dates in May and June 2023.

With these transactions and following the sale of GSL Amstel on March 23, 2023, the Company’s fleet comprises 68 containerships with average age weighted by TEU capacity of 17.0 years.

The following table provides information about the 68 vessels owned as at September 30, 2023.

Company Name ⁽¹⁾	Country of Incorporation	Vessel Name	Capacity in TEUs ⁽²⁾	Year Built	Earliest Charter Expiry Date
Global Ship Lease 54 LLC	Liberia	CMA CGM Thalassa	11,040	2008	4Q25
Laertis Marine LLC	Marshall Islands	Zim Norfolk	9,115	2015	2Q27
Penelope Marine LLC	Marshall Islands	Zim Xiamen	9,115	2015	3Q27
Telemachus Marine LLC ⁽³⁾	Marshall Islands	Anthea Y	9,115	2015	3Q25⁽⁴⁾
Global Ship Lease 53 LLC	Liberia	MSC Tianjin	8,603	2005	2Q24
Global Ship Lease 52 LLC	Liberia	MSC Qingdao	8,603	2004	2Q24
Global Ship Lease 43 LLC	Liberia	GSL Ningbo	8,603	2004	3Q27⁽⁵⁾
Global Ship Lease 72 LLC	Liberia	GSL Alexandra	8,544	2004	3Q25⁽⁶⁾
Global Ship Lease 73 LLC	Liberia	GSL Sofia	8,544	2003	3Q25⁽⁶⁾
Global Ship Lease 74 LLC	Liberia	tbr GSL Effie⁽¹⁴⁾	8,544	2003	3Q25⁽⁶⁾
Global Ship Lease 75 LLC	Liberia	GSL Lydia	8,544	2003	2Q25⁽⁶⁾
Global Ship Lease 30 Limited	Marshall Islands	GSL Eleni	7,847	2004	3Q24⁽⁷⁾
Global Ship Lease 31 Limited	Marshall Islands	GSL Kalliopi	7,847	2004	3Q24⁽⁷⁾
Global Ship Lease 32 Limited	Marshall Islands	GSL Grania	7,847	2004	3Q24⁽⁷⁾
Alexander Marine LLC	Marshall Islands	Mary	6,927	2013	4Q28⁽⁸⁾
Hector Marine LLC	Marshall Islands	Kristina	6,927	2013	3Q29⁽⁸⁾
Ikaros Marine LLC	Marshall Islands	Katherine	6,927	2013	1Q29⁽⁸⁾
Philippos Marine LLC	Marshall Islands	Alexandra	6,927	2013	2Q29⁽⁸⁾
Aristoteles Marine LLC	Marshall Islands	Alexis	6,882	2015	2Q29⁽⁸⁾
Menelaos Marine LLC	Marshall Islands	Olivia I	6,882	2015	2Q29⁽⁸⁾
Global Ship Lease 35 LLC	Liberia	GSL Nicoletta	6,840	2002	3Q24
Global Ship Lease 36 LLC	Liberia	GSL Christen	6,840	2002	4Q23
Global Ship Lease 48 LLC	Liberia	CMA CGM Berlioz	6,621	2001	4Q25
Leonidas Marine LLC	Marshall Islands	Agios Dimitrios	6,572	2011	4Q23
Global Ship Lease 33 LLC	Liberia	GSL Vinia	6,080	2004	3Q24
Global Ship Lease 34 LLC	Liberia	GSL Christel Elisabeth	6,080	2004	2Q24

F-7

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

1.	Description of Business (continued)

Company Name ⁽¹⁾	Country of Incorporation	Vessel Name	Capacity in TEUs ⁽²⁾	Year Built	Earliest Charter Expiry Date
GSL Arcadia LLC	Liberia	GSL Arcadia	6,008	2000	2Q24⁽⁹⁾
GSL Melita LLC	Liberia	GSL Melita	6,008	2001	3Q24⁽⁹⁾
GSL Maria LLC	Liberia	GSL Maria	6,008	2001	4Q24⁽⁹⁾
GSL Violetta LLC ⁽³⁾	Liberia	GSL Violetta	6,008	2000	4Q24⁽⁹⁾
GSL Tegea LLC	Liberia	GSL Tegea	5,992	2001	3Q24⁽⁹⁾
GSL Dorothea LLC	Liberia	GSL Dorothea	5,992	2001	3Q24⁽⁹⁾
GSL MYNY LLC	Liberia	GSL MYNY	6,008	2000	3Q24⁽⁹⁾
Tasman Marine LLC	Marshall Islands	Tasman	5,936	2000	4Q23⁽¹⁰⁾
Hudson Marine LLC	Marshall Islands	Zim Europe	5,936	2000	1Q24
Drake Marine LLC	Marshall Islands	Ian H	5,936	2000	2Q24
Global Ship Lease 68 LLC ⁽³⁾	Liberia	GSL Kithira	5,470	2009	4Q24⁽¹¹⁾
Global Ship Lease 69 LLC ⁽³⁾	Liberia	GSL Tripoli	5,470	2009	4Q24⁽¹¹⁾
Global Ship Lease 70 LLC ⁽³⁾	Liberia	GSL Syros	5,470	2010	4Q24⁽¹¹⁾
Global Ship Lease 71 LLC ⁽³⁾	Liberia	GSL Tinos	5,470	2010	4Q24⁽¹¹⁾
Hephaestus Marine LLC	Marshall Islands	Dolphin II	5,095	2007	1Q25
Zeus One Marine LLC	Marshall Islands	Orca I	5,095	2006	2Q24⁽¹²⁾
Global Ship Lease 47 LLC	Liberia	GSL Château d’If	5,089	2007	4Q26
GSL Alcazar Inc.	Marshall Islands	CMA CGM Alcazar	5,089	2007	3Q26
Global Ship Lease 55 LLC	Liberia	GSL Susan	4,363	2008	3Q27⁽¹³⁾
Global Ship Lease 50 LLC	Liberia	CMA CGM Jamaica	4,298	2006	1Q28⁽¹³⁾
Global Ship Lease 49 LLC	Liberia	CMA CGM Sambhar	4,045	2006	1Q28⁽¹³⁾
Global Ship Lease 51 LLC	Liberia	CMA CGM America	4,045	2006	1Q28⁽¹³⁾
Global Ship Lease 57 LLC	Liberia	GSL Rossi	3,421	2012	1Q26
Global Ship Lease 58 LLC	Liberia	GSL Alice	3,421	2014	2Q25
Global Ship Lease 59 LLC	Liberia	GSL Melina	3,404	2013	2Q24
Global Ship Lease 60 LLC	Liberia	GSL Eleftheria	3,404	2013	3Q25
Global Ship Lease 61 LLC	Liberia	GSL Mercer	2,824	2007	4Q24
Global Ship Lease 62 LLC	Liberia	Matson Molokai	2,824	2007	2Q25
Global Ship Lease 63 LLC	Liberia	GSL Lalo	2,824	2006	1Q24
Global Ship Lease 42 LLC	Liberia	GSL Valerie	2,824	2005	1Q25
Pericles Marine LLC	Marshall Islands	Athena	2,762	2003	2Q24
Global Ship Lease 64 LLC	Liberia	GSL Elizabeth	2,741	2006	1Q24
Global Ship Lease 65 LLC	Liberia	tbr GSL Chloe⁽¹⁴⁾	2,546	2012	4Q24
Global Ship Lease 66 LLC	Liberia	GSL Maren	2,546	2014	1Q24⁽¹⁵⁾
Aris Marine LLC	Marshall Islands	Maira	2,506	2000	3Q24
Aphrodite Marine LLC	Marshall Islands	Nikolas	2,506	2000	1Q24
Athena Marine LLC	Marshall Islands	Newyorker	2,506	2001	1Q24
Global Ship Lease 38 LLC	Liberia	Manet	2,272	2001	4Q24
Global Ship Lease 40 LLC	Liberia	Keta	2,207	2003	1Q25
Global Ship Lease 41 LLC	Liberia	Julie	2,207	2002	2Q25⁽¹⁶⁾
Global Ship Lease 45 LLC	Liberia	Kumasi	2,207	2002	1Q25
Global Ship Lease 44 LLC	Liberia	Akiteta	2,207	2002	4Q24

F-8

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

1.	Description of Business (continued)

(1) All subsidiaries are 100% owned, either directly or indirectly;

(2) Twenty-foot Equivalent Units;

(3) Currently, under a sale and leaseback transaction (see note 2g);

(4) Anthea Y was forward fixed to a leading liner operator for a period of 24 months +/- 30 days, with the new charter scheduled to commence upon expiry of the existing charter in 4Q 2023;

(5) GSL Ningbo was forward fixed to a leading liner company for minimum 48 months - maximum 52 months. The new charter commenced in 3Q 2023;

(6) GSL Alexandra, GSL Sofia, GSL Lydia and tbr GSL Effie delivered in 2Q 2023 and were chartered for a period of minimum 24 months - maximum 28 months, plus additional added drydocking days plus 12 months in charterer’s option +/- 30 days;

(7) GSL Eleni delivered 2Q2019 and is chartered for five years; GSL Kalliopi (delivered 4Q2019) and GSL Grania (delivered 3Q 2019) are chartered for three years plus two successive periods of one year each at the option of the charterer. The first of these extension options was exercised for both vessels in 2Q 2022 and commenced for GSL Grania and for GSL Kalliopi in 3Q and in 4Q 2022, respectively. The second of these extension options was exercised for both vessels in 2Q 2023 and commenced for both vessels in 3Q23;

(8) Mary, Kristina, Katherine, Alexandra, Alexis, Olivia I were forward fixed to a leading liner company for 60 months +/- 45 days, after which the charterer has the option to extend each charter for a further two years. The new charters are scheduled to commence as each of the existing charters expire, between approximately late 2023 and late 2024;

(9) GSL Arcadia, GSL Melita, GSL Maria, GSL Violetta, GSL Tegea, GSL Dorothea, GSL MYNY. Contract cover for each ship is for a firm period of at least three years from the date each vessel was delivered. Thereafter, the charterer has the option to extend each charter for a further 12 months, after which they have the option to extend each charter for a second time - for a period concluding immediately prior to each respective vessel’s 25th year drydocking and special survey;

(10) Tasman. 12-month extension +/- 30 days at charterer’s option was exercised in 2Q 2022 and commenced in 3Q 2022;

(11) GSL Kithira, GSL Tripoli, GSL Syros, GSL Tinos were chartered for a period of three years from their delivery dates in 2021, after which the charterer has the option to extend each charter for a further three years;

(12) Orca I. After the initial firm period of the charter, the charterer has the option in 1Q 2024 to extend the charter for a further 12-14 months from 3Q 2024;

(13) GSL Susan, CMA CGM Jamaica, CMA CGM Sambhar and CMA CGM America were each forward fixed to a leading liner company for a period of five years with up to +/- 45 days in charterer’s option. The new charter for GSL Susan commenced in 4Q 2022, while the remaining charters commenced in 1Q 2023;

(14) “tbr” means “to be renamed”;

(15) GSL Maren. Charter extended for a period of 11 to 14 months and commenced at the end of 1Q 2023;

(16) Julie. Julie was forward fixed to a leading liner company for a period 24 months +/- 30 days in charterer’s option. The new charter commenced in 3Q 2023.

2.	Summary of Significant Accounting Policies and Disclosures

(a)	Basis of Presentation

The accompanying financial information is unaudited and reflects all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of financial position and results of operations for the periods presented. The financial information does not include all disclosures required under United States Generally Accepted Accounting Principles (“US GAAP”) for annual financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as of December 31, 2022, filed with the Securities and Exchange Commission on March 23, 2023, in the Company’s Annual Report on Form 20-F.

During the three months ended September 30, 2022, the Company identified adjustments to the valuation of share-based compensation. The Company evaluated the adjustments from both a quantitative and qualitative perspective and determined the related impacts were not material to any previously issued annual or interim financial statements; however, the Company has determined to revise prior periods, as follows.

The Company corrected the valuation of share based compensation, which resulted in an increase in share based compensation expense under the caption of “General and administrative expenses” amounted to $2,375 for the three months ended March 31, 2022 and $3,556 for the six months ended June 30, 2022, a decrease in net income of $2,375 for the three months ended March 31, 2022, $1,181 for the three months ended June 30, 2022 and $3,556 for the six months ended June 30, 2022, an increase in “Additional paid-in capital” and a decrease in “Retained Earnings” of $2,375 as of March 31, 2022 and $1,181 as of June 30, 2022, respectively.

F-9

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

2.	Summary of Significant Accounting Policies and Disclosures (continued)

Adoption of new accounting standards

In March 2020, the FASB issued ASU 2020-4, “Reference Rate Reform (Topic 848)” (“ASU 2020-4”), which provides optional guidance intended to ease the potential burden in accounting for the expected discontinuation of LIBOR as a reference rate in the financial markets. The guidance can be applied to modifications made to certain contracts to replace LIBOR with a new reference rate. The guidance, if elected, will permit entities to treat such modifications as the continuation of the original contract, without any required accounting reassessments or remeasurements. The ASU 2020-4 was effective for the Company beginning on March 12, 2020 and the Company applied the amendments prospectively through December 31, 2022. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, in December 2022 the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848)”. The amendments of this update defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. As of September 30, 2023, all Company’s loan agreements have been amended and restated to take into effect the transition from LIBOR to the Secured Overnight Financing Rate (“SOFR”) and the relevant provisions on a replacement rate. In addition, the Company’s interest rate caps have automatically transited to 1-month Compounded SOFR on July 1, 2023 at a level of 0.64%. There was no impact to the Company’s interim unaudited condensed consolidated financial statements for the period ended September 30, 2023, as a result of adopting this standard.

Uncertainties regarding the Covid-19 Pandemic and Geopolitical Conflicts

There is uncertainty regarding the long-term impact of the COVID-19 pandemic (including efforts throughout the world to contain its spread) on container shipping and the macro-economic environment. Similar uncertainty exists regarding the broader global economic impact of geopolitical conflicts, such as the ongoing war in Ukraine, including the effect of sanctions imposed against Russia, and the recent escalation of the Israel-Gaza conflict, and other geopolitical tensions, such as those surrounding Taiwan and China. Such uncertainty may adversely impact our business, and any escalation or spillover effects from these and similar conflicts may lead to further regional and international conflicts or armed action. It is possible that such conflict could disrupt supply chains and cause instability in the global economy.

While the Company cannot predict the long-term economic impact of these and other similar events, it will continue to actively monitor these situations and may take further actions to alter the Company’s business operations that it determines are in the best interests of its employees, customers, partners, suppliers, and stakeholders, or as required by authorities in the jurisdictions where the Company operates. As a result, many of the Company’s estimates and assumptions required increased judgement and carry a higher degree of variability and volatility. The ultimate effects that any such alterations or modifications may have on the Company’s business are not clear, including any potential negative effects on its business operations and financial results.

(b)	Principles of Consolidation

The accompanying interim unaudited condensed consolidated financial information include the financial statements of the Company and its wholly owned subsidiaries; the Company has no other interests. All significant intercompany balances and transactions have been eliminated in the Company’s interim unaudited condensed consolidated financial statements.

(c)	Use of estimates

The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions and/or conditions.

F-10

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

2.	Summary of Significant Accounting Policies and Disclosures (continued)

(d)	Vessels in operation

Vessels are generally recorded at their historical cost, which consists of the acquisition price and any material expenses incurred upon acquisition, adjusted for the fair value of intangible assets or liabilities associated with above or below market charters attached to the vessels at acquisition. See Intangible Assets and Liabilities at note 2(e) below. Vessels acquired in a corporate transaction accounted for as an asset acquisition are stated at the acquisition price, which consists of consideration paid, plus transaction costs, considering pro rata allocation based on vessels fair value at the acquisition date. Vessels acquired in a corporate transaction accounted for as a business combination are recorded at fair value. Vessels acquired as part of the Marathon Merger in 2008 were accounted for under ASC 805, which required that the vessels be recorded at fair value, less the negative goodwill arising as a result of the accounting for the merger.

Subsequent expenditures for major improvements and upgrades are capitalized, provided they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessels.

Borrowing costs incurred during the construction of vessels or as part of the prefinancing of the acquisition of vessels are capitalized. There was no capitalized interest for the nine months ended September 30, 2023, and 2022.

Vessels are stated less accumulated depreciation and impairment, if applicable. Vessels are depreciated to their estimated residual value using the straight-line method over their estimated useful lives which are reviewed on an ongoing basis to ensure they reflect current technology, service potential and vessel structure. The useful lives are estimated to be 30 years from original delivery by the shipyard.

Management estimates the residual values of the Company’s container vessels based on a scrap value cost of steel times the weight of the vessel noted in lightweight tons (LWT). Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revision of residual values affect the depreciable amount of the vessels and affects depreciation expense in the period of the revision and future periods. Management estimated the residual values of its vessels based on scrap rate of $400 per LWT.

For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.

The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the interim unaudited condensed Consolidated Statements of Income.

(e)	Intangible assets and liabilities – charter agreements

The Company’s intangible assets and liabilities consist of unfavorable lease terms on charter agreements acquired in assets acquisitions. When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an intangible asset is recorded, based on the difference between the acquired charter rate and the market charter rate for an equivalent vessel and equivalent duration of charter party at the date the vessel is delivered. Where charter rates are less than market charter rates, an intangible liability is recorded, based on the difference between the acquired charter rate and the market charter rate for an equivalent vessel. The determination of the fair value of acquired assets and liabilities requires the Company to make significant assumptions and estimates of many variables including market charter rates (including duration), the level of utilization of its vessels and its weighted average cost-of capital. The estimated market charter rate (including duration) is considered a significant assumption. The use of different assumptions could result in a material change in the fair value of these items, which could have a material impact on the Company’s financial position and results of operations. The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the relevant lease term and the amortization expense or income respectively is included under the caption “Amortization of intangible liabilities-charter agreements” in the interim unaudited condensed Consolidated Statements of Income. For any vessel group which is impaired, the impairment charge is recorded against the cost of the vessel and the accumulated depreciation as at the date of impairment is removed from the accounts.

F-11

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

2.	Summary of Significant Accounting Policies and Disclosures (continued)

(f)	Impairment of Long-lived assets

Tangible fixed assets, such as vessels, that are held and used or to be disposed of by the Company are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. In these circumstances, the Company performs step one of the impairment test by comparing the undiscounted projected net operating cash flows for each vessel group to its carrying value. A vessel group comprises the vessel, the unamortized portion of deferred drydocking related to the vessel and the related carrying value of the intangible asset or liability (if any) with respect to the time charter attached to the vessel at its purchase. If the undiscounted projected net operating cash flows of the vessel group are less than its carrying amount, management proceeds to step two of the impairment assessment by comparing the vessel group’s carrying amount to its fair value, including any applicable charter, and an impairment loss is recorded equal to the difference between the vessel group’s carrying value and fair value. Fair value is determined with the assistance from valuations obtained from third party independent ship brokers.

The Company uses a number of assumptions in projecting its undiscounted net operating cash flows analysis including, among others, (i) revenue assumptions for charter rates on expiry of existing charters, which are based on forecast charter rates, where relevant, in the four years from the date of the impairment test and a reversion to the historical mean of time charter rates for each vessel thereafter (ii) off-hire days, which are based on actual off-hire statistics for the Company’s fleet (iii) operating costs, based on current levels escalated over time based on long term trends (iv) dry docking frequency, duration and cost (v) estimated useful life, which is assessed as a total of 30 years from original delivery by the shipyard and (vi) scrap values.

Revenue assumptions are based on contracted charter rates up to the end of the existing contract of each vessel, and thereafter, estimated time charter rates for the remaining life of the vessel. The estimated time charter rate used for non-contracted revenue days of each vessel is considered a significant assumption. Recognizing that the container shipping industry is cyclical and subject to significant volatility based on factors beyond the Company’s control, management believes that using forecast charter rates in the four years from the date of the impairment assessment and a reversion to the historical mean of time charter rates thereafter, represents a reasonable benchmark for the estimated time charter rates for the non-contracted revenue days, and takes into account the volatility and cyclicality of the market.

During the nine months ended September 30, 2023, and 2022, the Company evaluated the impact of the current economic situation on the recoverability of all its vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there were no triggering events and no impairment test was performed for the nine months ended September 30, 2023 and 2022.

(g)	Revenue recognition and related expense

The Company charters out its vessels on time charters which involves placing a vessel at a charterer’s disposal for a specified period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Such charters are accounted for as operating leases and therefore revenue is recognized on a straight-line basis as the average revenues over the rental periods of such charter agreements, as service is performed. Cash received in excess of earned revenue is recorded as deferred revenue. If a time charter contains one or more consecutive option periods, then subject to the options being exercisable solely by the Company, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter, including any options which are more likely than not to be exercised. If a time charter is modified, including the agreement of a direct continuation at a different rate, the time charter revenue will be recognized on a straight-line basis over the total remaining life of the time charter from the date of modification. During the periods ended September 30, 2023, and 2022, an amount of $(1,244) and $7,692, respectively, has been recorded in time charter-revenues for such modifications and revenues recognized on a straight-line basis. Any difference between the charter rate invoiced and the time charter revenue recognized is classified as, or released from, deferred revenue. As of September 30, 2023, current and non-current portion from implementing the straight-line basis, amounting to $9,611 ($6,487 as for December 31, 2022) and $17,031 ($21,144 as for December 31, 2022), respectively, are presented in the interim condensed unaudited Consolidated Balance Sheets in the line item “Prepaid expenses and other current assets” and “Other non-current assets”, respectively.

Revenues are recorded net of address commissions, which represent a discount provided directly to the charterer based on a fixed percentage of the agreed upon charter rate. Charter revenue received in advance which relates to the period after a balance sheet date is recorded as deferred revenue within current liabilities until the respective charter services are rendered.

F-12

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

2.	Summary of Significant Accounting Policies and Disclosures (continued)

(g)	Revenue recognition and related expense (continued)

Under time charter arrangements the Company, as owner, is responsible for all the operating expenses of the vessels, such as crew costs, insurance, repairs and maintenance, and such costs are expensed as incurred and are included in vessel operating expenses.

Commission paid to brokers to facilitate the agreement of a new charter are included in time charter and voyage expenses as are certain expenses related to a voyage, such as the costs of bunker fuel consumed when a vessel is off-hire or idle.

Leases: In cases of lease agreements where the Company acts as the lessee, the Company recognizes an operating lease asset and a corresponding lease liability on the interim unaudited condensed Consolidated Balance Sheets. Following initial recognition and with regards to subsequent measurement the Company remeasures lease liability and right of use asset at each reporting date.

Leases where the Company acts as the lessor are classified as either operating or sales-type / direct financing leases.

In cases of lease agreements where the Company acts as the lessor under an operating lease, the Company keeps the underlying asset on the interim unaudited condensed Consolidated Balance Sheets and continues to depreciate the assets over its useful life. In cases of lease agreements where the Company acts as the lessor under a sales-type / direct financing lease, the Company derecognizes the underlying asset and records a net investment in the lease. The Company acts as a lessor under operating leases in connection with all of its charter out – bareboat-out arrangements.

In cases of sale and leaseback transactions, if the transfer of the asset to the lessor does not qualify as a sale, then the transaction constitutes a failed sale and leaseback and is accounted for as a financial liability. For a sale to have occurred, the control of the asset would need to be transferred to the lessor, and the lessor would need to obtain substantially all the benefits from the use of the asset. During 2021, the Company entered into six agreements which qualify as failed sale and leaseback transactions as the Company is required to repurchase the vessels at the end of the lease term and the Company has accounted for the six agreements as financing transactions.

The Company elected the practical expedient which allows the Company to treat the lease and non-lease components as a single lease component for the leases where the timing and pattern of transfer for the non-lease component and the associated lease component to the lessees are the same and the lease component, if accounted for separately, would be classified as an operating lease. The combined component is therefore accounted for as an operating lease under ASC 842, as the lease components are the predominant characteristics.

(h)	Fair Value Measurement and Financial Instruments

Financial instruments carried on the interim unaudited condensed Consolidated Balance Sheets include cash and cash equivalents, time deposits, restricted cash, trade receivables and payables, other receivables and other liabilities and long-term debt. The particular recognition methods applicable to each class of financial instrument are disclosed in the applicable significant policy description of each item or included below as applicable.

Fair value measurement: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows:

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgement.

Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

F-13

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

2.	Summary of Significant Accounting Policies and Disclosures (continued)

(h)	Fair Value Measurement and Financial Instruments (continued)

Fair value measurement (continued)

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

During the nine months ended September 30, 2023, the Company evaluated the impact of current economic situation on the recoverability of all its vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there were no triggering events and no impairment test was performed for the nine months ended September 30, 2023.

Through the latter part of 2022, the Company noted that charter rates in the spot market had come under pressure and accordingly determined that events occurred, and circumstances had changed, which indicated that potential impairment of the Company’s long-lived assets could exist. These indicators included continued volatility in the spot market and the related impact of the current container sector on management’s expectation for future revenues. As a result, step one of the impairment assessment of each of the vessel groups was performed as at December 31, 2022 and step two of the impairment analysis was required for one vessel of the group, as its undiscounted projected net operating cash flows did not exceed its carrying value. As a result, the Company recorded an impairment loss of $3,033 for one vessel asset group with a total aggregate carrying amount of $9,033 which was written down to its fair value of $6,000.

In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484,106, which amortizes over time as the Company’s outstanding debt balances decline. In February 2022, the Company further hedged its exposure by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507,891 of its floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $1,037 for nine months ended September 30, 2023 was recorded through interim unaudited condensed Consolidated Statements of Income ($11,308 positive fair value adjustment for nine months ended September 30, 2022). ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. The Company is designating certain future interest payments on its outstanding variable-rate debt as the hedged item in this relationship. Under ASC 815-20-25-106e, “for cash flow hedges of the interest payments on only a portion of the principal amount of the interest-bearing asset or liability, the notional amount of the interest rate cap designated as the hedging instrument matches the principal amount of the portion of the asset or liability on which the hedged interest payments are based”. In this case, the Company has designated only a portion of its outstanding debt (initially, $253,946) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged.

The Company assesses the effectiveness of the hedges on an ongoing basis. The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective.

The objective of the hedges is to reduce the variability of cash flows associated with the interest rates relating to the Company’s variable rate borrowings. When derivatives are used, the Company is exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging, requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs - Level 2 inputs). As of September 30, 2023, and December 31, 2022, the Company recorded a derivative asset of $56,855 and $63,503, respectively.

Financial Risk Management: The Company activities expose it to a variety of financial risks including fluctuations in, time charter rates, credit and interest rates risk. Risk management is carried out under policies approved by executive management. Guidelines are established for overall risk management, as well as specific areas of operations.

Credit risk: The Company closely monitors its credit exposure to customers and counter-parties for credit risk. The Company has entered into commercial management agreement with Conchart Commercial Inc. (“Conchart”), pursuant to which Conchart has agreed to provide commercial management services to the Company, including the negotiation, on behalf of the Company, vessel employment contracts (see note 7). Conchart has policies in place to ensure that it trades with customers and counterparties with an appropriate credit history.

F-14

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

2.	Summary of Significant Accounting Policies and Disclosures (continued)

(h)	Fair Value Measurement and Financial Instruments (continued)

Credit risk (continued)

Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable, cash and cash equivalents and time deposits. The Company does not believe its exposure to credit risk is likely to have a material adverse effect on its financial position, results of operations or cash flows.

Liquidity Risk: Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company monitors cash balances appropriately to meet working capital needs.

Foreign Exchange Risk: Foreign currency transactions are translated into the measurement currency rates prevailing at the dates of transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the interim unaudited condensed Consolidated Statements of Income.

(i)	Derivative instruments

The Company is exposed to interest rate risk relating to its variable rate borrowings. In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484,106 (“December 2021 hedging"), which amount reduces over time as the Company’s outstanding debt balances amortize. The objective of the hedges is to reduce the variability of cash flows associated with the interest relating to its variable rate borrowings.

At the inception of the transaction, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objective and the strategy for undertaking various hedging transactions. The Company also documents its assessment, both at the hedge inception and on an ongoing basis, of whether the derivative financial instruments that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

This Transaction is designated as a cash flow hedge, and under ASU 2017-12, cash flow hedge accounting allows all changes in fair value to be recorded through Other Comprehensive Income once hedge effectiveness has been established. Under ASC 815-30-35-38, amounts in accumulated other comprehensive income shall be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings (i.e., each quarter) and shall be presented in the same income statement line item as the earnings effect of the hedged item in accordance with paragraph 815-20-45-1A.

The premium paid related to this derivative was classified in the interim unaudited condensed Consolidated Statements of Cash Flows as operating activities in the line item “Derivative asset”. The premium shall be amortized into earnings “on a systematic and rational basis over the period in which the hedged transaction affects earnings” (ASC 815-30-35-41A); that is, the Company will expense the premium over the life of the interest rate cap in accordance with the “caplet method,” as described in Derivatives Implementation Group (DIG) Issue G20. DIG Issue G20 dictates that the cost of the interest rate cap is recognized on earnings over time, based on the value of each periodic caplet. The cost per period will change as the caplet for that period changes in value. Given that the interest rate cap is forward-starting, expensing of the premium will not begin until the effective start date of the interest rate cap, in order to match potential cap revenue with the cap expenses in the period in which they are incurred.

In February 2022, the Company further purchased two interest rate caps with an aggregate notional amount of $507,891. The first interest rate cap of $253,946 which has been designated as a cash flow hedge, has the same accounting treatment as described above for the December 2021 hedging. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $1,037 as at September 30, 2023 ($11,308 positive fair value adjustment as at September 30, 2022) was recorded through interim unaudited condensed Consolidated Statements of Income. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially, $253,946) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged (see note 5).

F-15

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

2.	Summary of Significant Accounting Policies and Disclosures (continued)

(i)	Derivative instruments (continued)

The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. As of September 30, 2023, and December 31, 2022, following a quantitative assessment, part of the hedge was no longer considered effective and an amount of $80 and $1,091 was reclassified from other comprehensive income to the interim unaudited condensed Consolidated Statements of Income. No amount of ineffectiveness was included in net income for the nine months period ended September 30, 2022. The Company will continue to assess the effectiveness of the hedge on an ongoing basis.

(j)	Recent accounting pronouncements

The Company does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material impact on its interim unaudited condensed consolidated financial statements.

3.	Vessels in Operation

	Vessel Cost, as adjusted for Impairment charges			Accumulated Depreciation			Net Book Value
As of January 1, 2022	$	1,878,132		$	(195,316	)	$	1,682,816

Additions		11,756			-			11,756
Depreciation		-			(68,232	)		(68,232	)
Impairment loss		(3,730	)		697			(3,033	)
As of December 31, 2022	$	1,886,158		$	(262,851	)	$	1,623,307

Additions		137,942			-			137,942
Disposals		(6,803	)		68			(6,735	)
Depreciation		-			(53,579	)		(53,579	)
As of September 30, 2023	$	2,017,297		$	(316,362	)	$	1,700,935

As of September 30, 2023, and December 31, 2022, the Company had made additions for vessel expenditures and ballast water treatments.

2023 Vessels acquisitions

In May and June 2023, the Company took delivery of the four 8,544 TEU Vessels as per below:

Name	Capacity in TEUs		Year Built		Purchase Price		Delivery date
GSL Alexandra		8,544		2004	$	30,000	June 2, 2023
GSL Sofia		8,544		2003	$	30,000	May 22, 2023
tbr GSL Effie		8,544		2003	$	30,000	May 30, 2023
GSL Lydia		8,544		2003	$	33,300	June 26, 2023

2023 Sale of Vessel

On March 23, 2023, the Company sold GSL Amstel for net proceeds of $5,940, and the vessel was released as collateral under the Company’s $140,000 loan facility with Credit Agricole Corporate and Investment Bank, Hamburg Commercial Bank AG, E.Sun Commercial Bank, Ltd, CTBC Bank Co. Ltd. and Taishin International Bank.

F-16

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

3.	Vessels in Operation (continued)

Impairment

The Company has evaluated the impact of current economic situation on the recoverability of all its other vessel groups and has determined that there were no events or changes in circumstances which indicated that their carrying amounts may not be recoverable. Accordingly, there was no triggering event and no impairment test was performed during the nine months ended September 30, 2023.

Through the latter part of 2022, the Company noted that charter rates in the spot market had come under pressure and accordingly determined that events occurred, and circumstances had changed, which indicated that potential impairment of the Company’s long-lived assets could exist. These indicators included continued volatility in the spot market and the related impact of the current container sector on management’s expectation for future revenues. As a result, step one of the impairment assessment of each of the vessel groups was performed as at December 31, 2022 and step two of the impairment analysis was required for one vessel group, as the undiscounted projected net operating cash flows did not exceed the carrying value. As a result, the Company recorded an impairment loss of $3,033 for one vessel group with a total aggregate carrying amount of $9,033 which was written down to its fair value of $6,000.

Collateral

As of September 30, 2023, 20 vessels were pledged as collateral under the 5.69% Senior Secured Notes due 2027 and 43 vessels under the Company’s loan facilities. Five vessels were unencumbered as of September 30, 2023.

Advances for vessels acquisitions and other additions

As of September 30, 2023, and December 31, 2022, there were no advances for vessel acquisitions, as all vessels had been delivered as at these dates. As of September 30, 2023, and December 31, 2022, the Company had advances for other vessel additions and ballast water treatment systems totalling $5,872 and $4,881, respectively.

4.	Intangible Liabilities – Charter Agreements

Intangible Liabilities – Charter Agreements as of September 30, 2023, and December 31, 2022, consisted of the following:

	September 30, 2023			December 31, 2022
Opening balance	$	14,218		$	55,376
Disposals (*)		(476	)		-
Amortization		(6,563	)		(41,158	)
Total	$	7,179		$	14,218

(*) The unamortized portion of GSL Amstel intangible liability-charter agreement when vessel was sold on March 23, 2023.

Intangible liabilities are related to (i) acquisition of the Seven Vessels, the Twelve Vessels and the Four Vessels, and (ii) management’s estimate of the fair value of below-market charters on August 14, 2008, the date of the Marathon Merger (see note 1). These intangible liabilities are being amortized over the remaining life of the relevant lease terms and the amortization income is included under the caption “Amortization of intangible liabilities-charter agreements” in the interim unaudited condensed Consolidated Statements of Income.

Amortization income of intangible liabilities-charter agreements for each of the nine months ended September 30, 2023, and 2022 was $6,563 and $32,725 including related party amortization of intangible liabilities-charter agreements of $nil and $5,385 for each of the nine months ended September 30, 2023, and 2022, respectively.

F-17

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

4.	Intangible Liabilities – Charter Agreements (continued)

The aggregate amortization of the intangible liabilities in each of the 12-month periods up to September 30, 2026, is estimated to be as follows:

	Amount
September 30, 2024	$	6,041
September 30, 2025		1,003
September 30, 2026		135
	$	7,179

The weighted average useful lives are 1.22 years for the remaining intangible liabilities-charter agreements terms.

5.	Derivative Asset

In December 2021, the Company purchased interest rate caps with an aggregate notional amount of $484,106, which amount reduces over time as the Company’s outstanding debt balances amortize. The objective of the hedges is to reduce the variability of cash flows associated with the interest relating to its variable rate borrowings. The Company receives payments on the caps for any period that the one-month USD LIBOR rate is above beyond the strike rate, which is 0.75%. The termination date of the interest rate cap agreements is November 30, 2026. The premium paid to purchase the interest caps was $7,000, which was paid out of cash on December 22, 2021. The premium is being amortized over the life of the interest rate cap by using the caplet method.

In February 2022, the Company further hedged its exposure to a potential rising interest rate environment by putting in place two USD one-month LIBOR interest rate caps of 0.75% through fourth quarter 2026, on $507,891 of its floating rate debt. The second interest rate cap was not designated as a cash flow hedge and therefore the negative fair value adjustment of $1,037 as at September 30, 2023 ($11,308 positive fair value adjustment as at September 30, 2022) was recorded through Interim Unaudited Condensed Consolidated Statements of Income. The premium paid by the Company to purchase the interest rate caps was $15,370, which was paid out of cash on the settlement date. ASC 815-20-25-13a stipulates that an entity may designate either all or certain future interest payments on variable-rate debt as the hedged exposure in a cash flow hedge relationship. In this case, the Company has designated only a portion of its outstanding debt (initially, $253,946) as the hedged item, and any interest payments beyond the notional amount of the interest rate cap in any given period are not designated as being hedged. Amount received from interest rate caps for each of the periods ended September 30, 2023, and 2022, was $24,380 and $3,247, respectively.

	September 30, 2023			December 31, 2022
Opening balance	$	63,503		$	7,227
Derivative asset premium		-			15,370
Unrealized (loss)/gain on derivative assets		(5,611	)		31,221
Fair value adjustment on derivative asset		(1,037	)		9,685
Closing balance	$	56,855		$	63,503
Less: Current portion of derivative assets		(29,580	)		(29,645	)
Non-current portion of derivative assets	$	27,275		$	33,858

The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. The Company assesses the effectiveness of the hedges on an ongoing basis. As of September 30, 2023, and December 31, 2022, following a quantitative assessment, part of the hedge was no longer considered effective and an amount of $80 and $1,091 was reclassified from other comprehensive income to the Consolidated Statements of Income. No amount of ineffectiveness was included in net income for the nine months ended September 30, 2022. The Company will continue to assess the effectiveness of the hedge on an ongoing basis.

F-18

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.	Long-Term Debt

Long-term debt as of September 30, 2023 and December 31, 2022 consisted of the following:

Facilities	September 30, 2023			December 31, 2022
Macquarie loan (a)	$	71,000		$	-
2027 Secured Notes (b)		297,500			336,875
E.SUN, MICB, Cathay, Taishin Credit Facility (c)		33,000			46,500
Sinopac Credit Facility (d)		8,640			9,900
HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility (e)		78,576			100,000
Deutsche Credit Facility (f)		41,208			44,695
HCOB Credit Facility (g)		28,756			40,794
CACIB, Bank Sinopac, CTBC Credit Facility (h)		40,225			44,050
Chailease Credit Facility (i)		2,866			3,852
Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine) (j)		157,200			181,200
Total credit facilities	$	758,971		$	807,866
Sale and Leaseback Agreement CMBFL - $120,000 (k)		70,788			89,838
Sale and Leaseback Agreement CMBFL - $54,000 (l)		36,909			41,850
Sale and Leaseback Agreement - Neptune $14,735 (m)		7,590			9,971
Total Sale and Leaseback Agreements	$	115,287		$	141,659
Total borrowings	$	874,258		$	949,525
Less: Current portion of long-term debt		(168,487	)		(155,424	)
Less: Current portion of Sale and Leaseback Agreements (k,l,m)		(32,139	)		(34,408	)
Less: Deferred financing costs (s)		(12,161	)		(15,136	)
Non-current portion of Long-Term Debt	$	661,471		$	744,557

a)	Macquarie Credit Facility

On May 18, 2023, the Company via its subsidiaries Global Ship Lease 72 LLC, Global Ship Lease 73 LLC, Global Ship Lease 74 LLC and Global Ship Lease 75 LLC entered into a new credit facility agreement with Macquarie Bank Limited (“Macquarie”) for an amount of $76,000 to finance part of the acquisition cost of the four 8,544 TEU vessels for an aggregate purchase price of $123,300. The vessels were delivered during the second quarter of 2023.

All four tranches were drawdown in the second quarter of 2023 and the credit facility has a maturity in May 2026.

The facility is repayable in two equal consecutive quarterly instalments of $5,000, six equal consecutive quarterly instalments of $6,000 and one quarterly instalments of $3,000 and two equal consecutive quarterly instalments of $1,000 with a final balloon of $25,000 payable three years after the first utilisation date.

This facility’s interest rate is SOFR plus a margin of 3.50% per annum payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of this facility was $71,000.

b)	5.69% Senior Secured Notes due 2027

On June 16, 2022, Knausen Holding LLC (the "Issuer"), an indirect wholly-owned subsidiary of the Company, closed on the private placement of $350,000 of privately rated/investment grade 5.69% Senior Secured Notes due 2027 (the “2027 Secured Notes”) to a limited number of accredited investors. The fixed interest rate was determined on June 1, 2022, based on the interpolated interest rate of 2.84% plus a margin 2.85%.

The Company used the net proceeds from the private placement for the repayment of the remaining outstanding balances on its New Hayfin Credit Facility and the Hellenic Bank Credit Facility (releasing five unencumbered vessels), and our 2024 Notes. The remaining amount of net proceeds were allocated for general corporate purposes.

F-19

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.	Long-Term Debt (continued)

b)	5.69% Senior Secured Notes due 2027 (continued)

An amount equal to 15% per annum of the original principal balance of each Note shall be paid in equal quarterly installments on the 15th day of each of January, April, July, and October starting October 15, 2022, and the remaining unpaid principal balance shall be due and payable on the maturity date of July 15, 2027. Interest accrues on the unpaid balance of the Notes, payable quarterly on the 15th day of January, April, July, and October in each year, such interest commencing and accruing on and from June 14, 2022.

The 2027 Secured Notes are senior obligations of the Issuer, secured by first priority mortgages on 20 identified vessels owned by subsidiaries of the Issuer (the “Subsidiary Guarantors”) and certain other associated assets and contract rights, as well as share pledges over the Subsidiary Guarantors. In addition, the 2027 Secured Notes are fully and unconditionally guaranteed by the Company.

As of September 30, 2023, the outstanding balance of this facility was $297,500.

c)	$60.0 Million E.SUN, MICB, Cathay, Taishin Credit Facility

On December 30, 2021, the Company via its subsidiaries Zeus One Marine LLC, Hephaestus Marine LLC and Pericles Marine LLC, entered into a new syndicated senior secured debt facility with E.SUN Commercial Bank Ltd (“E.SUN”), Cathay United Bank (“Cathay”), Mega International Commercial Bank Co. Ltd (“MICB”) and Taishin International Bank (“Taishin”). The Company using a portion of the net proceeds from this credit facility fully prepaid the outstanding amount of the Blue Ocean Junior Credit facility, amounting to $26,205 plus a prepayment fee of $3,968. All three tranches were drawn down in January 2022.

The facility is repayable in eight equal consecutive quarterly instalments of $4,500 and ten equal consecutive quarterly instalments of $2,400.

This facility’s interest rate is SOFR plus a margin of 2.75% per annum plus Credit Adjustment Spread (“CAS”) payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of this facility was $33,000.

d)	$12.0 Million Sinopac Capital International Credit Facility

On August 27, 2021, the Company via its subsidiary Global Ship Lease 42 LLC entered into a secured credit facility for an amount of $12,000 with Sinopac Capital International (HK) Limited (“Sinopac Credit Facility”), partially used to fully refinance the Hayfin Credit Facility. The full amount was drawn down in September 2021 and the credit facility has a maturity in September 2026.

The facility is repayable in 20 equal consecutive quarterly instalments of $420 with a final balloon of $3,600 payable together with the final instalment.

This facility’s interest rate is SOFR plus a margin of 3.25% per annum payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of this facility was $8,640.

e)	$140.0 Million HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility

On July 6, 2021, the Company entered into a facility with Credit Agricole Corporate and Investment Bank (“CACIB”), Hamburg Commercial Bank AG (“HCOB”), E.Sun Commercial Bank, Ltd (“ESUN”), CTBC Bank Co. Ltd. (“CTBC”) and Taishin International Bank (“Taishin”) for a total of $140,000 to finance the acquisition of the Twelve Vessels. The full amount was drawdown in July 2021 and the credit facility has a maturity in July 2026.

The facility is repayable in six equal consecutive quarterly instalments of $8,000, eight equal consecutive quarterly instalments of $5,400 and six equal consecutive quarterly instalments of $2,200 with a final balloon of $35,600 payable together with the final instalment. On March 23, 2023, due to the sale of GSL Amstel, the Company additionally repaid $2,838 out of which $1,000 deducted from the balloon instalment, and the vessel was released as collateral under the Company’s $140,000 HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility.

F-20

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.	Long-Term Debt (continued)

e)	$140.0 Million HCOB, CACIB, ESUN, CTBC, Taishin Credit Facility (continued)

This facility’s interest rate is SOFR plus a margin of 3.25% per annum plus Credit Adjustment Spread (“CAS”) payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of this facility was $78,576.

f)	$51.7 Million Deutsche Bank AG Credit Facility

On May 6, 2021, the Company via its subsidiary Laertis Marine LLC entered into a secured facility for an amount of $51,670 with Deutsche Bank AG in order to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48,527.

The facility is repayable in 20 equal consecutive quarterly instalments of $1,162.45 with a final balloon of $28,421 payable together with the final instalment.

This facility bears interest at SOFR plus a margin of 3.25% per annum payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of this facility was $41,208.

g)	$64.2 Million Hamburg Commercial Bank AG Credit Facility

On April 15, 2021, the Company entered into a Senior Secured term loan facility with Hamburg Commercial Bank AG “the HCOB Credit Facility” for an amount of up to $64,200 in order to finance the acquisition of six out of the Seven Vessels.

Tranche A, E and F amounting to $32,100 were drawn down in April 2021 and have a maturity date in April 2025, Tranche B and D amounting to $21,400 were drawn down in May 2021 and have a maturity date in May 2025, and Tranche C amounting to $10,700 was drawn down in July 2021 and has a maturity date in July 2025.

Each Tranche of the facility is repayable in 16 equal consecutive quarterly instalments of $668.75.

This facility bears interest at SOFR plus a margin of 3.50% per annum payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of this facility was $28,756.

h)	$51.7 Million CACIB, Bank Sinopac, CTBC Credit Facility

On April 13, 2021, the Company via its subsidiary Penelope Marine LLC entered into a secured facility for an amount of $51,700 in order to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $48,648. The secured credit facility has a maturity in April 2026.

The lenders are Credit Agricole Corporate and Investment Bank (“CACIB”), Bank Sinopac Co. Ltd. (“Bank Sinopac”) and CTBC Bank Co. Ltd. (“CTBC”).

The facility is repayable in 20 equal consecutive quarterly instalments of $1,275 with a final balloon of $26,200 payable together with the final instalment.

This facility bears interest at SOFR plus a margin of 2.75% per annum plus CAS payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of this facility was $40,225.

F-21

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.	Long-Term Debt (continued)

i)	$9.0 Million Chailease Credit Facility

On February 26, 2020, the Company via its subsidiaries, Athena Marine LLC, Aphrodite Marine LLC and Aris Marine LLC entered into a secured term facility agreement with Chailease International Financial Services Pte., Ltd. for an amount of $9,000. The Chailease Bank Facility was used for the refinance of DVB Credit Facility.

The facility is repayable in 36 consecutive monthly instalments $156 and 24 monthly instalments of $86 with a final balloon of $1,314 payable together with the final instalment.

This facility bears interest at SOFR plus a margin of 4.20% per annum.

As of September 30, 2023, the outstanding balance of this facility was $2,866.

j)	$268.0 Million Syndicated Senior Secured Credit Facility (CACIB, ABN, First-Citizens & Trust Company, Siemens, CTBC, Bank Sinopac, Palatine)

On September 19, 2019, the Company entered into a Syndicated Senior Secured Credit Facility in order to refinance existing credit facilities that had a maturity date in December 2020, of an amount $224,310.

The Senior Syndicated Secured Credit Facility was agreed to be borrowed in two tranches. The Lenders are Credit Agricole Corporate and Investment Bank (“CACIB”), ABN Amro Bank N.V. (“ABN”), First-Citizens & Trust Company, Siemens Financial Services, Inc (“Siemens”), CTBC Bank Co. Ltd. (“CTBC”), Bank Sinopac Ltd. (“Bank Sinopac”) and Banque Palatine (“Palatine”).

Tranche A amounting to $230,000 was drawn down in full on September 24, 2019 and is scheduled to be repaid in 20 consecutive quarterly instalments of $5,200 starting from December 12, 2019 and a balloon payment of $126,000 payable on September 24, 2024.

Tranche B amounts to $38,000 was drawn down in full on February 10, 2020 and is scheduled to be repaid in 20 consecutive quarterly instalments of $1,000 and a balloon payment of $18,000 payable in the termination date on the fifth anniversary from the utilization date of Tranche A, which falls in September 24, 2024. In January 2022, the Company agreed a new senior secured debt facility to refinance its outstanding Syndicated Senior Secured Credit Facility, which extended the maturity date from September 2024 to December 2026, amended certain covenants in the Company’s favor at an unchanged rate of LIBOR + 3.00%. On July 1, 2022, the interest rate is SOFR plus a margin of 3.00% plus CAS and is payable at each quarter end date.

As of September 30, 2023, the outstanding balance of this facility was $157,200.

k)	$120.0 Million Sale and Leaseback agreements - CMBFL Four Vessels

On August 26, 2021, the Company via its subsidiaries Global Ship Lease 68 LLC, Global Ship Lease 69 LLC, Global Ship Lease 70 LLC and Global Ship Lease 71 LLC, entered into four $30,000 sale and leaseback agreements with CMB Financial Leasing Co. Ltd. (“CMBFL”) to finance the acquisition of the Four Vessels. As at September 30, 2021, the Company had drawdown a total of $90,000. The drawdown for the fourth vessel, amounting to $30,000, took place on October 13, 2021 together with the delivery of this vessel. The Company has a purchase obligation to acquire the Four Vessels at the end of their lease terms and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessels from its balance sheet and accounted for the amounts received under the sale and leaseback agreement as financial liabilities.

Each sale and leaseback agreement is repayable in 12 equal consecutive quarterly instalments of $1,587.5 and 12 equal consecutive quarterly instalments of $329.2 with a repurchase obligation of $7,000 on the final repayment date.

The sale and leaseback agreements for the three vessels mature in September 2027 and for the fourth vessel in October 2027 and bear interest at SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of these sale and lease back agreements was $70,788.

F-22

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.	Long-Term Debt (continued)

l)	$54.0 Million Sale and Leaseback agreement - CMBFL

On May 20, 2021, the Company via its subsidiary Telemachus Marine LLC entered into a $54,000 sale and leaseback agreement with CMB Financial Leasing Co. Ltd. (“CMBFL”) to refinance one of the three previous tranches of the $180,500 Deutsche, CIT, HCOB, Entrust, Blue Ocean Credit Facility, that had a maturity date on June 30, 2022, of an amount $46,624. The Company has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability.

The sale and leaseback agreement will be repayable in eight equal consecutive quarterly instalments of $2,025 each and 20 equal consecutive quarterly instalments of $891 with a repurchase obligation of $19,980 on the final repayment date.

The sale and leaseback agreement matures in May 2028 and bears interest at SOFR plus a margin of 3.25% per annum plus CAS payable quarterly in arrears.

In May 2021, on the actual delivery date of the vessel, the Company drew $54,000, which represented vessel purchase price $75,000 less advanced hire of $21,000, which advanced hire neither bore any interest nor was refundable and was set off against payment of the purchase price payable to the Company by the unrelated third party under this agreement.

As of September 30, 2023, the outstanding balance of this sale and leaseback agreement was $36,909.

m)	$14.7 Million Sale and Leaseback agreement - Neptune Maritime Leasing

On May 12, 2021, the Company via its subsidiary GSL Violetta LLC entered into a $14,735 sale and leaseback agreement with Neptune Maritime Leasing (“Neptune”) to finance the acquisition of GSL Violetta delivered in April 2021. The Company has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transaction has been accounted for as a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessel from its balance sheet and accounted for the amount received under the sale and leaseback agreement as a financial liability. In May 2021, the Company drew $14,735 under this agreement.

The sale and leaseback agreement will be repayable in 15 equal consecutive quarterly instalments of $793.87 each and four equal consecutive quarterly instalments of $469.12 with a repurchase obligation of $950 on the last repayment date.

The sale and leaseback agreement matures in February 2026 and bears interest at SOFR plus a margin of 4.64% per annum payable quarterly in arrears.

As of September 30, 2023, the outstanding balance of this sale and leaseback agreement was $7,590.

n)	$236.2 Million Senior secured loan facility with Hayfin Capital Management, LLP

On January 7, 2021, the Company entered into the New Hayfin Credit Facility amounting to $236,200, and on January 19, 2021, the Company drew down the full amount under this facility. The proceeds from the New Hayfin Credit Facility, along with cash on hand, were used to optionally redeem in full the outstanding 2022 Notes on January 20, 2021. The New Hayfin Credit Facility matured in January 2026 and bore interest at a rate of LIBOR plus a margin of 7.00% per annum. It was repayable in twenty quarterly instalments of $6,560, along with a balloon payment at maturity. The New Hayfin Credit Facility was secured by, among other things, first priority ship mortgages over 21 of the Company’s vessels, assignments of earnings and insurances of the mortgaged vessels, pledges over certain bank accounts, as well as share pledges over the equity interests of each mortgaged vessel-owning subsidiary. On June 30, 2021, due to the sale of La Tour, the Company additionally repaid $5,831, and the vessel was released as collateral under the Company’s New Hayfin Credit Facility. On June 16, 2022, the Company used a portion of the proceeds from the private placement for the full prepayment of the remaining outstanding balance $197,569 plus a prepayment fee of $11,229.

As of September 30, 2023, the outstanding balance of this facility was $nil.

F-23

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.	Long-Term Debt (continued)

o)	Redemption of 8.00% Senior Unsecured Notes due 2024

On November 19, 2019, the Company completed the sale of $27,500 aggregate principal amount of its 8.00% Senior Unsecured Notes (the “2024 Notes”) which matured on December 31, 2024. On November 27, 2019, the Company sold an additional $4,125 of 2024 Notes, pursuant the underwriter’s option to purchase such additional 2024 Notes. Interest on the 2024 Notes was payable on the last day of February, May, August and November of each year commencing on February 29, 2020.

The Company had the option to redeem the 2024 Notes for cash, in whole or in part, at any time (i) on or after December 31, 2021 and prior to December 31, 2022, at a price equal to 102% of the principal amount, (ii) on or after December 31, 2022 and prior to December 31, 2023, at a price equal to 101% of the principal amount and (iii) on or after December 31, 2023 and prior to maturity, at a price equal to 100% of the principal amount.

On November 27, 2019, the Company entered into an “At Market Issuance Sales Agreement” with B. Riley FBR, Inc. (the “Agent”) under which and in accordance with the Company’s instructions, the Agent could offer and sell from time to time newly issued 2024 Notes.

In July 2021, the Company agreed to purchase the Twelve Vessels for an aggregate purchase price of $233,890, part of which was financed by the issuance of $35,000 2024 Notes to the sellers. The remaining purchase price was financed by cash on hand and a new syndicated credit facility for a total of $140,000 (see note 6e).

On April 5, 2022, the Company completed the partial redemption of $28,500 aggregate principal amount of the Notes (the “Redeemed Notes”) at a redemption price equal to 102.00% of the principal amount thereof plus accrued and unpaid interest. Upon completion of the redemption the outstanding aggregate principal amount of the 2024 Notes was $89,020. On July 15, 2022, the 2024 Notes were fully repaid by the Company using a portion of the net proceeds from the private placement of $350,000 aggregate principal amount of its 2027 Secured Notes, pursuant to a note purchase agreement, dated June 14, 2022. Total loss on redemption was $2,350 and was recorded within the Consolidated Statements of Income for the year ended December 31, 2022, in line “Interest and other finance expenses”.

As of September 30, 2023, the outstanding aggregate principal amount of the 2024 notes was $nil.

p)	$38.5 Million Blue Ocean Junior Credit Facility

On September 19, 2019, the Company entered into a refinancing agreement with Blue Ocean Income Fund LP, Blue Ocean Onshore Fund LP, and Blue Ocean Investments SPC Blue, holders of the outstanding debt of $38,500 relevant to the previous Blue Ocean Credit Facility in order to refinance that existing facility with the only substantive change being to extend maturity at the same date with the Syndicated Senior Secured Credit Facility.

The Company fully drew down the facility on September 23, 2019, and it was scheduled to be repaid in a single instalment on the termination date which fell on September 24, 2024. This facility bore interest at 10.00% per annum.

During the year ended December 31, 2021, the Company used a portion of the net proceeds from the at-the-market issuance programs to prepay an amount of $12,295 under this facility plus a prepayment fee of $1,618.

On January 19, 2022, the Company used a portion of the net proceeds from the new facility agreement entered on December 30, 2021, with E.SUN, MICB, Cathay, Taishin, to fully prepay the amount of $26,205 under this facility, plus a prepayment fee of $3,968.

As of September 30, 2023, the outstanding balance of this facility was $nil.

F-24

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.	Long-Term Debt (continued)

q)	$59.0 Million Hellenic Bank Credit Facility

On May 23, 2019, the Company via its subsidiaries, Global Ship Lease 30, 31 and 32 entered into a facility agreement with Hellenic Bank for an amount up to $37,000. Borrowings under the Hellenic Bank Facility were available in tranches and were used in connection with the acquisition of the vessels GSL Eleni, GSL Grania and GSL Kalliopi.

An initial tranche of $13,000 was drawn on May 24, 2019, in connection with the acquisition of the GSL Eleni. The Facility was repayable in 20 equal quarterly instalments of $450 each with a final balloon of $4,000 payable together with the final instalment.

A second tranche of $12,000 was drawn on September 4, 2019, in connection with the acquisition of GSL Grania. The Facility was repayable in 20 equal quarterly instalments of $400 each with a final balloon of $4,000 payable together with the final instalment.

The third tranche of $12,000 was drawn on October 3, 2019, in connection with the acquisition of GSL Kalliopi. The Facility was repayable in 20 equal quarterly instalments of $400 each with a final balloon of $4,000 payable together with the final instalment.

On December 10, 2019, the Company via its subsidiaries Global Ship Lease 33 and 34 entered into an amended and restated loan agreement with Hellenic Bank for an additional facility of amount $22,000 that was to be borrowed in two tranches and to be used in connection with the acquisition of the vessels GSL Vinia and GSL Christel Elisabeth. Both tranches were drawn on December 10, 2019, and were each repayable in 20 equal quarterly instalments of $375 each with a final balloon of $3,500 payable together with the final instalment.

This facility bore interest at LIBOR plus a margin of 3.90% per annum.

On June 24, 2022, the Hellenic Bank credit Facility was fully prepaid by the Company using a portion of the net proceeds from the private placement of $350,000 aggregate principal amount of its 2027 Secured Notes, pursuant to a note purchase agreement, dated June 14, 2022.

As of September 30, 2023, the outstanding balance of this facility was $nil.

r)	Repayment Schedule

Maturities of long-term debt for the periods subsequent to September 30, 2023, are as follows:

Payment due by period ended	Amount
September 30, 2024		200,626
September 30, 2025		158,579
September 30, 2026		231,540
September 30, 2027		253,531
September 30, 2028 and thereafter		29,982
	$	874,258

s)	Deferred Financing Costs

	September 30, 2023			December 31, 2022
Opening balance	$	15,136		$	16,714
Expenditure in the period		1,140			9,655
Amortization included within interest expense		(4,115	)		(11,233	)
Closing balance	$	12,161		$	15,136

During 2023, total costs amounting to $1,140 were incurred in connection with the Macquarie Credit Facility (see note 6a).

F-25

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

6.	Long-Term Debt (continued)

s)	Deferred Financing Costs (continued)

During 2022, total costs amounting to $1,066 were incurred in connection with the Syndicated Senior Secured Credit facility (see note 6j), $1,180 in connection with E.SUN, MICB, Cathay, Taishin credit facility (see note 6c) and $7,409 in connection with the 2027 Secured Notes (see note 6b).

For the periods ended September 30, 2023, and 2022, the Company recognized a total of $4,115 and $9,751, respectively, in respect of amortization of deferred financing costs.

t)	Debt covenants-securities

Amounts owned under the credit facilities and 2027 Secured Notes listed above are secured by first priority mortgages on certain of the Company’s vessels and other collateral. The agreements governing our indebtedness contain a number of restrictive covenants that limit the Company from, among other things: incurring or guaranteeing indebtedness; charging, pledging or encumbering the applicable collateral vessels; and changing the flag, class, management or ownership of the vessel owning entities. The agreements governing our indebtedness also require the applicable collateral vessels to comply with the ISM Code and ISPS Code and to maintain valid safety management certificates and documents of compliance at all times. Additionally, specific agreements governing our indebtedness require compliance with a number of financial covenants including asset cover ratios and minimum liquidity and corporate guarantor requirements. Among other events, it will be an event of default under such agreement if the financial covenants are not complied with or remedied.

As of September 30, 2023, and December 31, 2022, the Company was in compliance with its debt covenants.

7.	Related Party Transactions

CMA CGM was presented as a related party as it was a shareholder, owning Class A common shares of the Company. As of May 27, 2022, CMA CGM following the sale of its shares, is not anymore Company’s shareholder. Related party revenue and expenses recorded on Interim Unaudited Condensed Consolidated Statements of Income for CMA CGM are up to May 27, 2022.

Time Charter Agreements

A number of the Company’s time charter arrangements were with CMA CGM, representing 14.94% of gross revenues for the nine months period ended September 30, 2022. Under these time charters, hire was payable in advance and the daily rate is fixed for the duration of the charter. Revenues generated from charters to CMA CGM are disclosed separately in the interim unaudited condensed Consolidated Statements of Income.

Ship Management Agreements

Technomar Shipping Inc. (“Technomar”) is presented as a related party, as the Company’s Executive Chairman is a significant shareholder. The Company has currently a number of ship management agreements with Technomar under which the ship manager is responsible for all day-to-day ship management, including crewing, purchasing stores, lubricating oils and spare parts, paying wages, pensions and insurance for the crew, and organizing other ship operating necessities, including the arrangement and management of dry-docking. As of December 31, 2022, Technomar provided all day-to-day technical ship management services for all but five (excluding GSL Amstel which was sold in March 23, 2023) of the Twelve Vessels. Management agreements of another third-party ship manager of these five vessels were terminated between May and July 2023. From that dates and onwards Technomar manages the five vessels. The management fees charged to the Company by third party managers for the nine months ended September 30, 2023, and 2022, amounted to $981 and $1,114, respectively, and are shown in “Vessels operating expenses” in the interim unaudited condensed Consolidated Statements of Income. Technomar continued to supervise management for the five outsourced vessels up to the termination of the underlying management agreements between May and July 2023.

The management fees charged to the Company by Technomar for the nine months ended September 30, 2023, amounted to $14,072 (nine months ended September 30, 2022 - $12,686) and are shown under “Vessels operating expenses-related parties” in the interim unaudited condensed Consolidated Statements of Income. Additionally, as of September 30, 2023, outstanding receivables due from Technomar totaling $617 are presented under “Due from related parties” (December 31, 2022 - $673).

F-26

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

7.	Related Party Transactions (continued)

Ship Management Agreements (continued)

Conchart Commercial Inc. (“Conchart”) provides commercial management services to the Company pursuant to commercial management agreements. The Company’s Executive Chairman is the sole beneficial owner of Conchart. Under the management agreements, Conchart, is responsible for (i) marketing of the Company’s vessels, (ii) seeking and negotiating employment of the Company’s vessels, (iii) advise the Company on market developments, developments of new rules and regulations, (iv) assisting in calculation of hires, freights, demurrage and/or dispatch monies and collection any sums related to the operation of vessels, (v) communicating with agents, and (vi) negotiating sale and purchase transactions. For the 19 vessels that the Company acquired as a result of the Poseidon Transaction, excluding the Argos, the agreements were effective from the date of the completion of the Poseidon Transaction; for the 19 vessels that were owned by the Company prior to the consummation of the Poseidon Transaction until the refinancing of 2022 Notes which took place on January 2021, an EBSA agreement was in place that was terminated and replaced with commercial management agreements also same agreements applied to all vessels that have been delivered; for all new acquired vessels during 2019 and going forward, the agreements were effective upon acquisition.

The fees charged to the Company by Conchart for the nine months ended September 30, 2023, amounted to $5,801 (nine months ended September 30, 2022: $4,646) and are disclosed within “Time charter and voyage expenses-related parties” in the interim unaudited condensed Consolidated Statements of Income. Any outstanding fees due to Conchart are presented in the interim unaudited condensed Consolidated Balance Sheets under "Due to related parties" totaling to $516, and $572 as of September 30, 2023, and December 31, 2022, respectively.

The Company as per commercial management agreements has agreed to pay to the commercial manager who shall be named broker in each memorandum of agreement (or equivalent agreement) providing for the sale of all vessels and purchase of some vessels, a commission of 1.00% based on the sale and purchase price for any sale and purchase of a vessel, which shall be payable upon request of the commercial manager.

8.	Commitments and Contingencies

Charter Hire Receivable

The Company has entered into time charters for its vessels. The charter hire is fixed for the duration of the charter. The minimum contracted future charter hire receivable, net of address commissions, not allowing for any unscheduled off-hire, assuming expiry at earliest possible dates and assuming options callable by the Company included in the charters are not exercised, for the 68 vessels as at September 30, 2023 is as follows:

Period ending	Amount
September 30, 2024	$	640,926
September 30, 2025		412,244
September 30, 2026		253,415
September 30, 2027		200,500
Thereafter		163,626
Total minimum lease revenue, net of address commissions	$	1,670,711

9.	Share Capital

Common shares

As of September 30, 2023, the Company has one class of Class A common shares and 35,192,029 such shares were outstanding.

Restricted stock units or incentive stock units have been granted periodically to the Directors and management, under the Company’s Equity Incentive Plans, as part of their compensation arrangements (see note 10). In April 2020, 184,270 shares were issued under grants made under the 2019 Omnibus Incentive Plan (the “2019 Plan”). In 2021 and 2022, 747,604 and 586,819 Class A common shares were issued under the 2019 Plan, respectively.

F-27

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

9.	Share Capital (continued)

Common shares (continued)

During the nine months ended September 30, 2023, 356,462 Class A common shares were issued under the 2019 Plan.

In April 2022, September 2022 and October 2022, the Company repurchased 184,684, 568,835 and 307,121 Class A common shares, respectively, reducing the issued and outstanding shares. During nine-months ended September 30, 2023, the Company repurchased 1,154,721 Class A common shares. As at September 30, 2023, the Company had 35,192,029 Class A common shares outstanding.

Preferred shares

On August 20, 2014, the Company issued 1,400,000 Depositary Shares (the “Depositary Shares”), each of which represents 1/100^th of one share of the Company’s 8.75% Series B Cumulative Perpetual Preferred Shares (“Series B Preferred Shares”) representing an interest in 14,000 Series B Preferred Shares, par value $0.01 per share, with a liquidation preference of $2,500.00 per share (equivalent to $25.00 per Depositary Share) (NYSE:GSL-B), priced at $25.00 per Depositary Share. The net proceeds from the offering were $33,497. Dividends are payable at 8.75% per annum in arrears on a quarterly basis. At any time after August 20, 2019 (or within 180 days after the occurrence of a fundamental change), the Series B Preferred Shares may be redeemed, at the discretion of the Company, in whole or in part, at a redemption price of $2,500.00 per share (equivalent to $25.00 per depositary share).

These shares are classified as Equity in the interim unaudited condensed Consolidated Balance Sheets. The dividends payable on the Series B Preferred Shares are presented as a reduction of Retained Earnings in the interim unaudited condensed Consolidated Statements of Changes in Shareholders’ Equity, when and if declared by the Board of Directors. An initial dividend was declared on September 22, 2014, for the third quarter 2014. Dividends have been declared for all subsequent quarters.

On December 10, 2019, the Company entered into At Market Issuance Sales Agreement with B. Riley FBR under which the Company may, from time to time, issue additional Depositary Shares. Pursuant to the Depositary Share ATM Program, in 2019, the Company issued 42,756 Depositary Shares (representing an interest in 428 Series B Preferred Shares) for net proceeds net of offering costs of $856. During year ended December 31, 2020, the Company issued 839,442 Depositary Shares (representing an interest in 8,394 Series B Preferred Shares) for net proceeds net of offering costs of $18,847. During the year ended December 31, 2021, the Company issued 2,076,992 Depositary Shares for net proceeds net of offering costs of $51,234.

On December 29, 2022, the Company entered into a new At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the “Agent”), pursuant to which the Company may offer and sell, from time to time, up to $150,000,000 of its Depositary Shares. This new ATM Agreement terminated and replaced, in its entirety, the former at-the-market program that the Company had in place with the Agent for the Depositary Shares. Up to September 30, 2023, no sales had occurred under the new ATM Agreement.

As of September 30, 2023, there were 4,359,190 Depositary Shares outstanding, representing an interest in 43,592 Series B Preferred Shares.

10.	Share-Based Compensation

On February 4, 2019, the Board of Directors adopted the 2019 Plan.

The purpose of the 2019 Plan is to provide directors, officers and employees, whose initiative and efforts are deemed to be important to the successful conduct of our business, with incentives to (a) enter into and remain in the service of our company or our subsidiaries and affiliates, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of our company. The 2019 Plan is administered by the Compensation Committee of the Board of Directors, or such other committee of the Board of Directors as may be designated by them. Unless terminated earlier by the Board of Directors, the 2019 Plan will expire 10 years from the date on which it was adopted by the Board of Directors.

F-28

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

10.	Share-Based Compensation (continued)

Following the adoption of the 2019 Plan, previous plans adopted in 2015 and 2008 were terminated.

In 2019, the Board of Directors approved awards to the Company’s executive officers under the 2019 Plan, providing those executive officers with the opportunity to receive up to 1,359,375 Class A common shares in aggregate. The Board of Directors approved additional awards of 61,625 of Class A common shares to two other employees resulting in a total amount of awards of up to 1,421,000 shares. In July 2021, the Board of Directors approved the issuance of 17,720 shares to one member of senior management as a special bonus.

The 1,421,000 shares of incentive stock may be issued pursuant to the awards, in four tranches. The first tranche was to vest conditioned only on continued service over the three-year period which commenced January 1, 2019. Tranches two, three and four would vest when the Company’s stock price exceeded $8.00, $11.00 and $14.00, respectively, over a 60-day period. The $8.00 threshold was achieved in January 2020, the $11.00 threshold was achieved in January 2021 and the $14.00 threshold was achieved in March 2021. Accordingly, 113,279 incentive shares vested in the year ended December 31, 2019, 317,188 incentive shares vested in the year ended December 31, 2020 and 1,008,253 incentive shares vested in the year ended December 31, 2021. Of the total of 430,467 incentive shares which vested up to December 31, 2020, 184,270 were settled and issued as Class A common shares in April 2020. A further 747,604 Class A common shares were settled and issued during the year ended December 31, 2021. A total of 1,438,720 incentive shares had vested as at December 31, 2021, of which 931,874 and 408,096 had been issued in 2021 and 2022, respectively.

On September 29, 2021, the Compensation Committee and the Board of Directors approved an increase in the aggregate number of Class A common shares available for issuance as awards under the 2019 Plan by 1,600,000 to 3,412,500, and approved new awards to senior management, totaling 1,500,000 shares of incentive stock, in three tranches, with a grant date October 1, 2021. The first tranche, representing 55% of the total, is to vest quarterly conditioned only on continued service over the four-year period which commenced October 1, 2021. Tranches two and three, each representing 22.5% of the total, were to vest quarterly up to September 30, 2025, once the Company’s stock price exceeded $27.00 and $30.00, respectively, over a 60-day period. The Compensation Committee and Board of Directors also approved an increase the maximum number of Class A common shares that each non-employee director may be granted in any one year to 25,000 and subsequently approved stock-based awards to the then seven non-executive directors totaling 105,000 shares of incentive stock, or 15,000 each, to vest in a similar manner to those awarded to senior management.

During the year ended December 31, 2022, 28,528 unvested share awards were cancelled or withdrawn on the resignations of two directors and an award of 13,780 was made to one new director to vest in a similar manner to the other awards, with the first tranche adjusted for the date of appointment of the director.

As at December 31, 2022, 3,028,972 incentive Class A common shares had been awarded under the 2019 Plan leaving 383,528 Class A common shares available to be awarded under the 2019 Plan.

In March 2023, the Compensation Committee and the Board of Directors, approved an amendment to the stock-based awards agreed in September 2021 for senior management and non-employee directors such that 10% of the second tranche would be forfeit with the remaining 90% vesting from April 2023 and quarterly thereafter with the last such vesting to be October 2025. The price at which the third tranche is to vest was amended to $21.00, over a 60-day period. All other terms of the awards remain unchanged.

In the nine months ended September 30, 2023, and, in the years ended December 31, 2022, and 2021, 324,941, 218,366 and 55,175 incentive shares vested, respectively, under the amended September 2021 awards.

A total of 2,037,202 incentive shares under both plans had vested as at September 30, 2023. Of the total incentive shares which vested under both plans up to September 30, 2023, 162,048 had not been issued.

F-29

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

10.	Share-Based Compensation (continued)

Share based awards since January 1, 2022, are summarized as follows:

	Restricted Stock Units
	Number of Units
	Number			Weighted Average Fair Value on Grant Date		Actual Fair Value on Vesting Date
Unvested as at January 1, 2022		1,549,825		$	22.35		n/a
Vested in year ended December 31, 2022		(218,366	)		n/a		19.36
Cancelled in May 2022		(14,748	)		n/a		n/a
Unvested as at December 31, 2022		1,316,711		$	22.35		n/a
Vested in nine months ended September 30, 2023		(324,941	)		n/a		18.65
Forfeit in March 2023		(35,771	)		n/a		n/a
Unvested as at September 30, 2023		955,999		$	22.35		n/a

Using the graded vesting method of expensing the restricted stock unit grants, the weighted average fair value of the stock units is recognized as compensation costs in the interim unaudited condensed Consolidated Statements of Income over the vesting period. The fair value of the restricted stock units for this purpose is calculated by multiplying the number of stock units by the fair value of the shares at the grant date. The Company has not factored any anticipated forfeiture into these calculations based on the limited number of participants. For the nine months ended September 30, 2023, and 2022, the Company recognized a total of $7,684 (includes $451 effect from the amendment to the stock-based awards) and $7,882, respectively, in respect of stock-based compensation.

11.	Earnings per Share

Under the two-class method, net income, if any, is first reduced by the amount of dividends declared in respect of common shares for the current period, if any, and the remaining earnings are allocated to common shares and participating securities to the extent that each security can share the earnings assuming all earnings for the period are distributed.

Earnings are only allocated to participating securities in a period of net income if, based on the contractual terms, the relevant common shareholders have an obligation to participate in such earnings. As a result, earnings are only be allocated to the Class A common shareholders.

At September 30, 2023 and December 31, 2022, there were 955,999 and 1,316,711, respectively, shares of incentive share grants unvested as part of senior management’s and non-executive directors incentive awards approved on September 29, 2021.

	Nine months ended September 30,
	2023		2022
Numerator:
Net income available to common shareholders:	$	230,299	$	210,768
Class A, basic and diluted

Denominator:
Class A Common shares
Basic weighted average number of common shares outstanding		35,473,382		36,649,874
Plus weighted average number of RSUs with service conditions		598,250		655,870
Common share and common share equivalents, dilutive		36,071,632		37,305,744

Basic earnings per share:
Class A		6.49		5.75

Diluted earnings per share:
Class A		6.38		5.65

F-30

Global Ship Lease, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements (continued)

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

12.	Subsequent events

From October 1, 2023 and up to November 9, 2023, the Company repurchased a total of 87,942 Class A common shares for a total purchase price of $1,550.

On November 9, 2023, the Company announced a dividend of $0.375 per Class A common share from the earnings of the third quarter of 2023 to be paid on December 4, 2023, to common shareholders of record as of November 24, 2023.

F-31

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