Global Net Lease (NYSE: GNL) adds $535M industrial portfolio in Modiv acquisition
Rhea-AI Filing Summary
Global Net Lease, Inc. completed its acquisition of Modiv Industrial, Inc. on August 12, 2026 via REIT and operating partnership mergers, after approval by Modiv stockholders. Each Modiv common share converted into 1.975 GNL common shares, and each Modiv preferred share was redeemed for $25.00 in cash plus accrued and unpaid dividends.
GNL expects to issue about 20,387,757 new common shares and pay roughly $42.3 million in preferred stock consideration, funded along with Modiv debt repayment through its revolving credit facility. GNL Operating Partnership will also issue about 4,914,528 OP Units to former Modiv partnership unitholders in a private, unregistered transaction.
The deal adds a roughly $535 million primarily industrial net-lease portfolio at an approximately 7.6% cash cap rate and 8.7% GAAP cap rate, increasing GNL’s industrial exposure to about 50% of straight-line rent. Modiv’s assets contribute a weighted average remaining lease term of 15.0 years and average annual rent escalations of 2.4%, extending GNL’s pro forma weighted average remaining lease term to 6.6 years. GNL states the transaction is expected to be immediately 4% accretive to AFFO per share on a leverage-neutral basis.
Positive
- $535 million primarily industrial portfolio added at about 7.6% cash and 8.7% GAAP cap rates, indicating attractive pricing on the acquired assets.
- The transaction is expected to be immediately 4% accretive to AFFO per share on a leverage-neutral basis, supporting higher per-share cash flow without increasing leverage.
- Industrial exposure increases to approximately 50% of total straight-line rent with a weighted average remaining lease term extended to 6.6 years, enhancing cash flow visibility and duration.
- Modiv’s portfolio has a weighted average remaining lease term of 15.0 years and average annual rent escalations of 2.4%, and about 45% of annual base rent from investment-grade or implied investment-grade tenants, supporting tenant quality and contractual growth.
Negative
- None.
Filing Explained
New common shares dilute existing ownership percentages; OP Unit redemption can use GNL shares, and pro forma financial information remains pending.
The approximately
The amended GNL Operating Partnership agreement gives GNL the right, but not the obligation, to redeem some or all outstanding OP Units at specified amounts; any redemption under that call right must be made in GNL common stock. OP Unit holders also may request redemption subject to restrictions, with GNL able to satisfy it using common stock on a one-for-one basis, adjusted by the agreement’s conversion factor.
The required pro forma financial information has not yet been filed in this report; GNL says it will provide it by amendment as soon as practicable and no later than 71 calendar days after the filing’s required filing date.
8-K Event Classification
Key Figures
Key Terms
AFFO financial
cash cap rate financial
GAAP cap rate financial
OP Units financial
OP Unit Call Right financial
implied investment grade financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did Global Net Lease (GNL) complete with Modiv Industrial?
What consideration did Modiv common and preferred stockholders receive in the GNL transaction?
How many GNL securities are being issued in connection with the Modiv acquisition (ticker GNL)?
How does the Modiv acquisition affect GNL’s portfolio mix and lease term profile?
What returns and accretion does GNL expect from the Modiv assets?
What tenant quality and rent growth features come with the Modiv portfolio acquired by GNL?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2026 (
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INTRODUCTORY NOTE
On August 12, 2026 (the “Closing Date”), Global Net Lease, Inc. (“GNL”) consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated May 3, 2026 (the “Merger Agreement”), by and among GNL, GNL Motion Merger Sub, LLC (“REIT Merger Sub”), Global Net Lease Operating Partnership, L.P. (“GNL Operating Partnership”), GNL Motion OpCo Merger Sub, LLC (“OpCo Merger Sub”), Modiv Industrial, Inc. (“Modiv”) and Modiv Operating Partnership, LP (“Modiv Operating Partnership”).
Pursuant to the Merger Agreement, on the Closing Date, (i) Modiv merged with and into REIT Merger Sub with REIT Merger Sub surviving the merger as a wholly-owned subsidiary of GNL (the “Modiv Merger”) and (ii) contemporaneously with the Modiv Merger, OpCo Merger Sub merged with and into Modiv Operating Partnership with Modiv Operating Partnership surviving the merger as a wholly-owned subsidiary of GNL Operating Partnership (the “OpCo Merger” and, together with the Modiv Merger, the “Mergers”).
Following the consummation of the Mergers, the separate existence of Modiv ceased, and GNL succeeded to and assumed all of Modiv’s rights, obligations, and interests under Modiv’s existing leases and other agreements, including all agreements with Modiv’s tenants.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K (“Current Report”) is incorporated by reference in this Item 2.01.
The Mergers
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Modiv Merger (the “Modiv Merger Effective Time”):
| · | each share of Class C common stock, $0.001 par value per share, of Modiv (the “Modiv Common Stock”) issued and outstanding immediately prior to the Modiv Merger Effective Time, other than any Modiv Common Stock or Modiv Preferred Stock (as defined below) owned by GNL, REIT Merger Sub or any subsidiary of GNL, Modiv or REIT Merger Sub immediately prior to the Modiv Merger Effective Time (“Excluded Shares”), converted into the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (the “GNL Common Stock”), without interest, plus the right to receive cash in lieu of any fractional shares of GNL Common Stock, if any, without interest (the “Common Stock Merger Consideration”); and | |
| · | each share of the 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, of Modiv (the “Modiv Preferred Stock”) issued and outstanding immediately prior to the Modiv Merger Effective Time, other than any Excluded Shares, converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to, but not including, the Closing Date (the “Preferred Stock Merger Consideration”). | |
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement:
| · | immediately prior to the effective time of the OpCo Merger (the “OpCo Merger Effective Time”), each outstanding unit of Class X limited partnership interest in the Modiv Operating Partnership immediately vested in full and converted into one unit of Class C limited partnership interest (each, a “Class C Unit”) in the Modiv Operating Partnership; and | |
| · | at the OpCo Merger Effective Time, each outstanding Class C Unit (other than Class C Units held by GNL, Modiv, GNL Operating Partnership, REIT Merger Sub, OpCo Merger Sub or any of their respective wholly-owned subsidiaries immediately prior to the OpCo Merger Effective Time) converted into the right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership designated as OP Units (as defined in the agreement of limited partnership of GNL Operating Partnership, “GNL OP Units”), plus the right to receive cash in lieu of any fractional GNL OP Units, if any, without interest. | |
As a result of the Mergers, GNL (i) will issue approximately 20,387,757 shares of GNL Common Stock as Common Stock Merger Consideration to former holders of Modiv Common Stock, and (ii) will pay approximately $42.3 million as Preferred Stock Merger Consideration to former holders of Modiv Preferred Stock. GNL will fund the Preferred Stock Merger Consideration and the repayment of Modiv's outstanding indebtedness assumed in connection with the Mergers using borrowings under GNL’s existing revolving credit facility.
The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to GNL’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on May 4, 2026, which is incorporated herein by reference.
GNL Operating Partnership Agreement Amendment
On the Closing Date, GNL adopted an amendment to GNL Operating Partnership’s Second Amended and Restated Agreement of Limited Partnership, originally dated June 2, 2015 (as amended, the “GNL OpCo Partnership Agreement”), to, among other things, (i) require the general partner to use commercially reasonable efforts in certain transactions to avoid causing limited partners to recognize gain for federal income tax purposes, and (ii) grant GNL Operating Partnership the right, but not the obligation, to redeem (such right, the “OP Unit Call Right”) any or all outstanding OP Units at certain redemption amounts in the form of cash or GNL Common Stock, at GNL’s election, provided that the redemption of any GNL OP Units pursuant to such call right shall be made in the form of GNL Common Stock.
The foregoing description of the GNL OpCo Partnership Agreement does not purport to be complete and is qualified in its entirety by the full text of the GNL OpCo Partnership Agreement, which is attached hereto as Exhibit 4.1, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated herein by reference.
As a result of the OpCo Merger, GNL Operating Partnership will issue approximately 4,914,528 GNL OP Units to former holders of Class C Units.
The GNL OP Units to be issued in connection with the OpCo Merger will be issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. Holders of GNL OP Units will have the same rights as all other holders of OP units (other than GNL and any of its wholly-owned subsidiaries) to redeem, subject to certain restrictions and pursuant to the terms of the GNL OpCo Partnership Agreement, such GNL OP Units for cash, subject to GNL’s right to satisfy such redemption with shares of GNL Common Stock on a one-for-one basis, adjusted as appropriate by the Conversion Factor (as such term is defined in the GNL OpCo Partnership Agreement). GNL may redeem the GNL OP Units for GNL Common Stock pursuant to its OP Unit Call Right.
Item 7.01 Regulation FD Disclosure.
On August 13, 2026, GNL issued a press release announcing the completion of the Mergers, a copy of which is attached hereto as Exhibit 99.1. The information set forth in this Item 7.01 of this Current Report and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Modiv as of December 31, 2025 and 2024 are set forth as Exhibit 99.2 and incorporated herein by reference.
The unaudited condensed consolidated financial statements of Modiv as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 are set forth as Exhibit 99.3 and incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item, with respect to the transactions described in Item 2.01 herein, will be filed by amendment to this Current Report as soon as practicable, and in any event not later than 71 calendar days after the date on which this Current Report was required to be filed.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1* | Agreement and Plan of Merger, dated as of May 3, 2026, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., Modiv Industrial, Inc., Modiv Operating Partnership, LP and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Global Net Lease, Inc. on May 4, 2026). | |
| 4.1 | Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P. | |
| 99.1 | Press Release, dated August 13, 2026. | |
| 99.2 | Audited consolidated financial statements of Modiv Industrial, Inc. as of December 31, 2025 and 2024 and for each of the years then ended (incorporated by reference to pages F-1 through F-34 of the Annual Report on Form 10-K filed by Modiv Industrial, Inc. on March 25, 2026). | |
| 99.3 | Unaudited condensed consolidated financial statements of Modiv Industrial, Inc. as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 (incorporated by reference to pages 3 through 25 of the Quarterly Report on Form 10-Q filed by Modiv Industrial, Inc. on August 11, 2026). | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. GNL will provide a copy of such omitted materials to the SEC or its staff upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL NET LEASE, INC. | |||
| Date: | August 13, 2026 | By: | /s/ Edward M. Weil, Jr. |
| Name: | Edward M. Weil, Jr. | ||
| Title: | Chief Executive Officer and President (Principal Executive Officer) | ||
Exhibit 99.1
Global Net Lease Completes Acquisition of Modiv Industrial
§ Adds a $535 Million Primarily Industrial Portfolio at Attractive Pricing of Approximately 7.6% Cash Cap Rate and 8.7% GAAP Cap Rate
§ Expected to be Immediately 4% Accretive to AFFO Per Share in Leverage-Neutral Transaction
§ Advances Portfolio Transformation with Increased Industrial Exposure and Longer Lease Duration
NEW YORK – August 13, 2026 – On August 12, 2026, Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”) completed its previously announced acquisition of Modiv Industrial, Inc. (“Modiv”), adding a portfolio of high-quality industrial net-lease properties across the United States. The acquisition represents another significant step in GNL’s transformation strategy, increasing industrial exposure to approximately 50% of total straight-line rent1 while enhancing portfolio quality, diversification, and cash flow durability.
Modiv's portfolio features a high-quality tenant base, with approximately 45% of annual base rent generated by investment-grade rated tenants2, a weighted average remaining lease term of 15.0 years3 and annual contractual rent escalations averaging 2.4%4. The acquisition extends GNL's weighted average remaining lease term from 5.7 years as of June 30, 2026 to 6.6 years3 on a pro forma basis and is expected to be immediately 4% accretive to AFFO per share while remaining leverage neutral. Collectively, these attributes are expected to enhance earnings, strengthen the long-term growth profile of cash flows through embedded contractual rent increases, and preserve the balance sheet strength and financial flexibility GNL has built over the past several years.
The transaction closed following approval by Modiv stockholders at a special meeting held on August 10, 2026. No vote of GNL stockholders was required to complete the transaction. Under the terms of the merger agreement, each share of Modiv common stock was converted into the right to receive 1.975 newly issued shares of GNL common stock and each share of Modiv preferred stock converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends. Following the closing of the transaction, Modiv's common stock and preferred stock were delisted from the New York Stock Exchange (“NYSE”), and former Modiv common stockholders now own shares of GNL common stock, which continues to trade on the NYSE under the symbol “GNL.”
“The completion of our Modiv acquisition marks another important milestone as we continue executing our strategy to strengthen GNL's portfolio and enhance the durability of our cash flows,” said Michael Weil, Chief Executive Officer of GNL. “We believe Modiv's industrial assets are an exceptional strategic fit, increasing our industrial exposure to approximately 50% of our annual straight-line rent while extending our weighted average remaining lease term. The transaction is expected to be immediately 4% accretive to AFFO per share, with additional embedded earnings growth supported by annual contractual rent escalations averaging 2.4% that will compound over the portfolio's 15.0-year weighted average remaining lease term. Equally important, we acquired these assets at an attractive valuation, approximately a 7.6% cash cap rate and an 8.7% GAAP cap rate, underscoring the compelling economics of the transaction. We've accomplished this on a leverage neutral basis with the same disciplined capital allocation that has been central to the progress we've made over the last several years. We are pleased to welcome Modiv's stockholders and tenants to GNL and look forward to building on this momentum as we continue working to create long-term value for our stockholders.”
About Global Net Lease, Inc.
Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real estate investment trust that focuses on acquiring and managing a global portfolio of income-producing net lease assets across the United States, and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
Footnotes
[1] As of June 30, 2026.
[2] Investment Grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant's obligation under the lease) or by using a proprietary Moody's analytical tool, which generates an implied rating by measuring a company's probability of default. The term “parent” for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant or a guarantor. Based on Annual Base Rent and as of December 31, 2025, Modiv’s portfolio was 23% actual investment grade rated, and 22% implied investment grade rated.
[3] Metric based on square feet as of December 31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.
[4] Metric based on Annual Base Rent as of December 31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.
Important Notice
The statements in this press release that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of GNL’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks that any acquisition or disposition by GNL and any potential future acquisition or disposition by GNL, is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause GNL’s actual results to differ materially from those presented in GNL’s forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in GNL’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in GNL’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and GNL undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Contacts:
Investor Relations
Email: investorrelations@globalnetlease.com