MODIV INDUSTRIAL, INC. 8-K

What Happened

• Modiv Industrial, Inc. (MDV) and its operating partnership entered into a definitive Agreement and Plan of Merger with Global Net Lease, Inc. (GNL) on May 3, 2026, announced May 4, 2026. The Modiv board unanimously approved the Merger Agreement. Subject to conditions, Modiv will merge into a GNL merger subsidiary and related operating partnership mergers will occur, resulting in Modiv shareholders receiving GNL consideration and Modiv securities being delisted and deregistered after closing.

Key Details

• Exchange ratio: each outstanding Modiv Class C common share (excluding certain insider/excluded shares) will convert into the right to receive 1.975 shares of GNL common stock, plus cash for any fractional shares.
• Preferred conversion: each outstanding Modiv 7.375% Series A preferred share (excluding excluded shares) will convert into $25.00 in cash plus accrued and unpaid dividends to, but not including, the closing date.
• Unitholders: Modiv Operating Partnership Class X units vest to Class C, then each Class C unit (other than certain excluded holders) converts into 1.975 GNL OP Units (cash for fractions).
• Closing conditions & timeline: closing requires Modiv stockholder approval (majority of votes cast), effectiveness of a GNL Form S-4 (registering GNL stock issuance), NYSE listing approval for the GNL shares issued, tax opinions (REIT status and Section 368(a) reorganization), and no material adverse effect; Outside Date is February 3, 2027.
• Termination fees: Modiv may owe GNL $10,000,000 in certain termination scenarios (e.g., pursuing a Superior Proposal); in other breach/failed-close circumstances the terminating party may receive $15,000,000 (subject to REIT-related limitations).
• Transition: GNL Operating Partnership will enter transition services agreements with Aaron Halfacre and John Raney to provide transition services post-closing.

Why It Matters

• For Modiv common stockholders, the deal would convert your Modiv shares into GNL common stock (1.975 GNL shares per Modiv share) rather than cash (except for fractional-share cash-outs), and Modiv securities would be delisted and deregistered after the Company Merger Effective Time.
• The transaction depends on shareholder approval, regulatory and listing approvals, tax opinions, and customary closing conditions, so it is not final until those steps are satisfied. The Form S-4/Proxy Statement to be filed by GNL will provide detailed disclosures and the Company Board’s recommendation for the stockholder vote.
• Investors should watch for the Form S-4/Proxy Statement, the special meeting notice and vote date, any updates on closing conditions (including regulatory or material adverse changes), and potential impacts on liquidity and tax treatment of the exchange.