Global Net Lease (NYSE: GNL) to buy Modiv Industrial in $535M all-stock deal
Rhea-AI Filing Summary
Global Net Lease, Inc. is entering into a definitive all-stock merger to acquire Modiv Industrial, Inc. in a transaction valued at approximately $535 million. Modiv common stockholders and operating partnership unitholders will receive 1.975 shares of GNL common stock or OP units for each Modiv share or unit, while Modiv preferred stockholders will receive $25.00 per share in cash plus accrued and unpaid dividends.
The transaction is described as leverage-neutral and expected to be immediately 4% accretive to GNL’s AFFO per share, with Modiv investors anticipating a 25% increase in annual dividend income. Upon closing, existing GNL stockholders are expected to own about 89% of the combined company and Modiv stockholders about 11%. GNL also expects to issue 4,914,532 OpCo Merger Consideration OP Units in a private placement and to fully repay Modiv’s debt and preferred stock using its revolving credit facility and cash.
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Insights
Accretive, leverage-neutral REIT merger adding industrial scale, but with dilution and execution risks.
Global Net Lease plans to acquire Modiv Industrial in an approximately $535 million all-stock transaction. Modiv common holders and OP unitholders receive 1.975 GNL shares or OP units per security, while Modiv preferred stockholders get $25.00 plus accrued dividends in cash.
The companies highlight that the deal is expected to be immediately 4% accretive to GNL’s AFFO per share and leverage-neutral, as GNL intends to retire all of Modiv’s debt and preferred stock using its revolving credit facility and cash on hand. Modiv investors are told to expect a 25% increase in annual dividend income after closing.
Post-closing, existing GNL stockholders are expected to own about 89% of the combined company and Modiv stockholders about 11%, implying meaningful but not controlling dilution for GNL holders in exchange for a larger industrial net-lease portfolio. Completion depends on Modiv stockholder approval and other customary conditions, and the agreement includes termination fees of $10 million or $15 million in specified scenarios, which underline the seriousness and potential cost of a failed deal.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Registration Statement on Form S-4 regulatory
OpCo Merger Consideration OP Units financial
OP Unit Call Right financial
Adjusted funds from operations (AFFO) financial
Superior Proposal regulatory
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):
May 4, 2026 (
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Item 1.01 Entry Into a Material Definitive Agreement
On May 3, 2026, Global Net Lease, Inc. (“GNL”), together with its direct and indirect subsidiaries, GNL Motion Merger Sub, LLC (“REIT Merger Sub”), Global Net Lease Operating Partnership, L.P. (the “Operating Partnership”) and GNL Motion OpCo Merger Sub, LLC (“Opco Merger Sub” and, together with GNL, REIT Merger Sub and the Operating Partnership, the “GNL Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Modiv Industrial, Inc. (the “Modiv”) and Modiv Operating Partnership, LP (the “Modiv Operating Partnership” and, together with Modiv, the “Modiv Parties”).
The Merger Agreement and the transactions contemplated thereby were approved unanimously by Modiv’s board of directors (the “Modiv Board”) and unanimously by the members of the board of directors of GNL (the “Board”) present at a duly convened meeting of the Board. Additionally, each of (1) GNL, as the sole member and manager of REIT Merger Sub and the sole general partner of the Operating Partnership, and the Operating Partnership, as the sole member and manager of OpCo Merger Sub, and (2) Modiv, as the general partner of the Modiv Operating Partnership, have approved the Merger Agreement and the transactions contemplated thereby.
Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Modiv will merge with and into REIT Merger Sub with REIT Merger Sub being the surviving entity (such merger transaction, the “Modiv Merger” and such surviving entity, the “Surviving Company”) at the effective time of the Modiv Merger (the “Modiv Merger Effective Time”). Contemporaneously therewith or immediately following the Modiv Merger, OpCo Merger Sub will merge with and into the Modiv Operating Partnership with the Modiv Operating Partnership being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Modiv Merger, the “Mergers”) at the effective time of the OpCo Merger (the “OpCo Merger Effective Time”).
Merger Consideration
At the Modiv Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, (i) 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 issued and outstanding shares of Modiv Common Stock or Modiv Preferred Shares owned by GNL, REIT Merger Sub or any subsidiary of GNL, REIT Merger Sub or Modiv immediately prior to the Modiv Merger Effective Time (“Excluded Shares”), will be converted into the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (the “GNL Common Stock”, and such shares of GNL Common Stock issued to the holders of Modiv Common Stock, the “Modiv Common Stock Merger Consideration”), without interest, plus the right to receive cash in lieu of any fractional shares of GNL Common Stock, if any, without interest, and (ii) 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, will be 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 “Modiv Preferred Stock Merger Consideration”). Immediately prior to the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding unit of Class X limited partnership interest in the Modiv Operating Partnership will immediately vest in full and be converted into one unit of Class C limited partnership interest (the “Modiv Operating Partnership Class C Units”) in the Modiv Operating Partnership. At the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding Modiv Operating Partnership Class C Unit (other than Modiv Operating Partnership Class C Units held by GNL, the Operating Partnership, the Surviving Company, OpCo Merger Sub, Modiv or any of their respective wholly owned subsidiaries immediately prior to the OpCo Merger Effective Time) will be converted into the right to receive 1.975 units of limited partnership interest in the Operating Partnership designated as OP Units (as defined in the GNL OpCo Partnership Agreement (defined below), and such OP Units issued at the OpCo Merger Effective Time, the “OpCo Merger Consideration OP Units”), plus the right to receive cash in lieu of any fractional OP Units, if any, without interest. Following the Modiv Merger Effective Time, the Modiv Common Stock and Modiv Preferred Stock will be delisted from the New York Stock Exchange (“NYSE”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Representations, Warranties and Covenants
The Merger Agreement contains customary representations, warranties and covenants made by the Modiv Parties and the GNL Parties, including, among others, covenants of each of the Modiv Parties and the GNL Parties regarding the conduct of their respective businesses during the pendency of the transactions contemplated by the Merger Agreement and other matters. The Modiv Parties have also agreed not to, and to cause their respective subsidiaries and its and their respective directors and officers not to and to direct their respective representatives not to, solicit, initiate, knowingly encourage or knowingly facilitate any proposals for, or that could reasonably lead to, alternative transactions with a third-party or, subject to certain exceptions, participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish non-public information to third parties relating to an alternative transaction or a proposal or inquiry therefor, change the Modiv Board’s recommendation to Modiv’s stockholders or enter into an agreement with respect to any proposal for an alternative transaction.
In addition, the Merger Agreement requires, among other things, that (i) Modiv convene a special meeting of its stockholders for purposes of obtaining the approval of the Modiv Merger by holders of a majority of the outstanding shares of Modiv Common Stock entitled to vote on the Modiv Merger, (ii) GNL file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 registering the issuance of the Modiv Common Stock Merger Consideration (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), which will contain a preliminary prospectus of GNL for the issuance of the Modiv Common Stock Merger Consideration and a preliminary proxy statement of Modiv with respect to its special meeting of Modiv’s stockholders (the “Proxy Statement/Prospectus”), (iii) Modiv file a definitive copy of the Proxy Statement/Prospectus as promptly as practicable after the effectiveness of the Registration Statement, which will contain, subject to certain exceptions, the Modiv Board’s recommendation that Modiv’s stockholders vote in favor of the Modiv Merger and (iv) GNL cause the Operating Partnership to adopt the GNL OpCo Partnership Agreement Amendment (as defined below) at the OpCo Merger Effective Time.
Closing Conditions
The completion of the Mergers are subject to customary closing conditions, including, (1) the affirmative vote of the holders of a majority of the outstanding shares of Modiv Common Stock entitled to vote on the Modiv Merger, (2) the absence of any law, injunction, judgment, order or ruling making illegal or otherwise prohibiting the Mergers, (3) the effectiveness of the Registration Statement and the approval for listing on NYSE of the Modiv Common Stock Merger Consideration, (4) the accuracy of the representations and warranties made by the parties (subject to customary materiality and other qualifications), (5) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement, (5) the delivery of tax opinions related to each of GNL’s and Modiv’s status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”), (6) the delivery of tax opinions that the Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code and (7) the absence of a material adverse effect on the GNL Parties or the Modiv Parties prior to the closing.
Termination of the Merger Agreement; Termination Fees
The Merger Agreement may be terminated by either GNL or Modiv under certain circumstances, including, without limitation, (A) by mutual written consent of GNL and Modiv, (B) if the Mergers have not been consummated on or before February 3, 2027 (the “Outside Date”), (C) if there has been a breach by the other party of any representation, warranty, covenant or agreement, which would result in the applicable closing condition of such party being unsatisfied (subject to customary cure period), (D) if a governmental authority issued a final, non-appealable order prohibiting the consummation of the Mergers or (E) upon the other party’s failure to consummate the Mergers when required to pursuant to the terms of the Merger Agreement, subject to the conditions set forth therein. In addition, (1) GNL may terminate the Merger Agreement, subject to certain conditions, if the Modiv Board changes its recommendation that Modiv’s stockholders approve the Modiv Merger or Modiv enters into an alternative acquisition agreement, (2) Modiv may terminate the Merger Agreement, subject to certain conditions, in order to enter into a definitive agreement with a third party to implement a Superior Proposal (as defined in the Merger Agreement) and (3) either party may terminate the Merger Agreement upon a failure of Modiv to obtain approval of the requisite vote of Modiv’s stockholders.
If (i) Modiv terminates the Merger Agreement in order to enter into a definitive agreement with a third party providing for the implementation of a Superior Proposal, (ii) GNL terminates the Merger Agreement under certain specified circumstances, including, among others, due to the Modiv Board changing its recommendation that Modiv’s stockholders approve the Modiv Merger or the entrance by Modiv into an alternative acquisition agreement or (iii) (1) (x) either party terminates the Merger Agreement due to a failure to consummate the Mergers by the Outside Date or a failure to obtain the requisite vote of Modiv’s stockholders and (y) prior to such termination, Modiv receives a proposal for an alternative transaction and (2) within 12 months after such termination, Modiv enters into a definitive agreement relating to, or consummates, an alternative transaction, Modiv will be required to pay to GNL a termination fee of $10,000,000. Such termination fee, in each case, is subject to limitations based on GNL’s ongoing requirements to operate as a real estate investment trust (“REIT”).
If either Modiv or GNL terminates the Merger Agreement following a material, uncured breach by the other party of any representation, warranty, covenant or agreement which would result in the applicable closing condition being unsatisfied or failure to close by the other party when all conditions are satisfied, the non-terminating party will be required to pay to the terminating party a termination fee of $15,000,000. Such termination fee is subject to limitations based on GNL’s or Modiv’s, as applicable, ongoing requirements to operate as a REIT.
GNL Operating Partnership Agreement Amendment
Pursuant to the Merger Agreement, GNL has agreed, at the OpCo Merger Effective Time to adopt an amendment, substantially in the form of Exhibit A to the Merger Agreement (such amendment, the “GNL OpCo Partnership Agreement Amendment”), to the 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 the 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 OpCo Merger Consideration OP Units pursuant to such call right shall be made in the form of GNL Common Stock.
Transition Services Agreements
In connection with the transactions contemplated by the Merger Agreement, GNL has agreed that the Operating Partnership will enter into a transition services agreement with each of Aaron Halfacre and John Raney, whereby each of Mr. Halfacre and Mr. Raney will agree, following the Closing Date, to provide certain transition services to the Operating Partnership.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Merger Agreement and OpCo Merger Consideration OP Units which will be issued in connection with the OpCo Merger is incorporated by reference into this Item 3.02. GNL expects to issue 4,914,532 OpCo Merger Consideration OP Units at the OpCo Merger Effective Time, which will be issued and sold in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) of the Securities Act. Holders of OpCo Merger Consideration OP Units have the same right as all other holders of OP Units (other than GNL and any of its wholly owned subsidiaries) to redeem, subject to some restrictions and pursuant to the terms of the GNL OpCo Partnership Agreement, such 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 OpCo Merger Consideration OP Units for GNL Stock pursuant to its OP Unit Call Right.
Item 7.01 Regulation FD Disclosure.
On May 4, 2026, GNL and Modiv issued a joint press release announcing the execution of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1. The information set forth in this Item 7.01 of this Current Report on Form 8-K 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 Exchange Act, or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01 of this Current Report on Form 8-K, 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.
Additional Information and Where to Find It
In connection with the proposed transactions contemplated by the Merger Agreement (such proposed transactions, the “Transaction”), GNL intends to file with the SEC the Registration Statement, which will include the Proxy Statement/Prospectus. After the Registration Statement is declared effective, a definitive proxy statement and other relevant documents will be mailed to stockholders of Modiv as of the record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. GNL and Modiv will also file other documents regarding the Transactions with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, MODIV STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH MODIV’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MODIV AND THE TRANSACTIONS.
Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by GNL, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Global Net Lease, Inc., 650 Fifth Avenue, 30th Floor, New York, New York 10019, or by email at investorrelations@globalnetlease.com. Copies of the documents filed or to be filed with the SEC by Modiv will be available, without charge, on Modiv’s website at www.modiv.com.
Participants in the Solicitation
GNL, Modiv and their respective directors and executive officers may be deemed participants under SEC rules in the solicitation of proxies from Modiv’s stockholders in connection with the Transactions.
Information regarding GNL’s directors and executive officers, including information regarding their interests in the Transactions and their ownership of GNL’s securities, is available in GNL’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026 (the “GNL 2025 Annual Report”), and GNL’s proxy statement, dated April 7, 2026, for its 2026 annual meeting of stockholders (the “GNL 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of GNL’s securities by GNL’s directors or executive officers from the amounts described in the GNL 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the GNL 2026 Proxy and are available at the SEC’s website at www.sec.gov. Information regarding Modiv’s directors and executive officers, including information regarding their interests in the Transactions and their ownership of Modiv’s securities, is available in Modiv’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 25, 2026, and the amendment thereto on Form 10-K/A, filed with the SEC on April 30, 2026, (the “Modiv 2025 Annual Report”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Modiv’s securities by Modiv’s directors or executive officers from the amounts described in the Modiv 2025 Annual Report have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Modiv 2025 Annual Report and are available at the SEC’s website at www.sec.gov. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Modiv’s stockholders in connection with the Transactions will be set forth in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Investors should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from GNL or Modiv using the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of GNL or Modiv, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This Current Report on Form 8-K is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits attached hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Transactions and the parties thereto. All statements contained in this Current Report on Form 8-K other than statements of historical fact, including, without limitation, statements regarding the Transactions between GNL and Modiv; the anticipated benefits and timing of the Transactions, GNL’s future financial performance; and other statements regarding management’s intentions, beliefs, or expectations with respect to the GNL’s future performance following the consummation of the Transactions, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on the current expectations and assumptions of GNL and Modiv and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) GNL’s or Modiv’s continued qualification as a REIT under the Internal Revenue Code of 1986, as amended; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions and any definitive agreements with respect thereto; (4) the inability to complete the Transactions, including due to failure to obtain approval of the stockholders of Modiv or other conditions to closing; (5) the risk that the Transactions disrupts GNL’s current plans, business relationships, performance, operations and business generally as a result of the announcement and consummation of the Transactions; (6) the risk that the price of GNL’s securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, geopolitical tensions, and macro-economic and social environments affecting its business; (7) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Transactions; (9) changes in applicable laws or regulations; (10) risks related to GNL and Modiv’s business, including client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, re-leasing uncertainties, and potential damages from natural disasters; competition, impairments in the value of real estate assets; changes in domestic and foreign income tax laws and rates; and (11) other risks detailed from time to time in GNL or Modiv’s filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Transactions.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of each of the GNL 2025 Annual Report and the Modiv 2025 Annual Report, subsequent Quarterly Reports on Form 10-Q and the Registration Statement and Proxy Statement/Prospectus that will be filed by GNL, and other documents filed by GNL and Modiv from time to time with the SEC, as well as the list of risk factors included herein. These filings identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1* | Agreement and Plan of Merger, dated 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. | |
| 99.1 | Joint Press Release dated May 4, 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: | May 4, 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 to Acquire Modiv Industrial in $535 Million Transaction
§ Immediate 4% Accretion to AFFO per Share in All-Stock, Leverage-Neutral Transaction
§ Complementary High-Quality Industrial Net-Lease Assets Enhance Existing Portfolio
§ No External Capital Required to Complete Leverage-Neutral Transaction
NEW YORK and DENVER – May 4, 2026 – Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”) and Modiv Industrial, Inc. (NYSE: MDV) (“Modiv”) announced today that the two companies have entered into a definitive merger agreement under which GNL will acquire Modiv in an all-stock transaction valued at an enterprise value of approximately $535 million. The transaction, once completed, will provide GNL with an attractive portfolio of high-quality mission-critical industrial properties across the United States while also providing Modiv stockholders with an immediate 25% expected increase in annual dividends and the opportunity to participate in the future growth of the combined company.
The transaction is expected to be immediately 4% accretive to GNL’s AFFO per share while remaining leverage neutral, fully preserving GNL’s balance sheet strength and financial flexibility. GNL intends to fully repay all of Modiv’s existing balance sheet debt and pay off Modiv’s preferred stock using its Revolving Credit Facility and cash on hand, requiring no external capital to complete the transaction.
Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, holders of Modiv common stock and operating partnership units (“OP units”) will receive 1.975 newly-issued shares of GNL common stock or OP units for each share of Modiv common stock or OP unit they hold at the closing of the transaction, representing a total consideration of approximately $18.82 per Modiv share based on GNL’s closing share price as of May 1, 2026. This represents a 17% premium to Modiv’s closing share price on May 1, 2026, the last full trading day prior to the transaction announcement, and a 28% premium to Modiv’s unaffected share price prior to its January 20, 2026 strategic update. Upon the closing of the transaction, existing GNL stockholders are expected to own approximately 89% of the combined company and Modiv stockholders are expected to own approximately 11%.
“We believe this transaction is a compelling opportunity for GNL to expedite our transition to earnings growth in 2026 following the completion of our deleveraging initiative while continuing to reduce our office exposure,” said Michael Weil, CEO of GNL. “Modiv has thoughtfully assembled a high-quality portfolio of industrial net-lease assets that provide durable and predictable cash flows that align well with our objectives of enhancing earnings and long-term portfolio quality. We anticipate Modiv’s portfolio will integrate seamlessly with our existing portfolio given its weighted-average lease term of 15.0 years1, 45% investment-grade tenants2, and 2.4% annual rent escalations2. Importantly, we expect the transaction to be immediately accretive to earnings as well as leverage-neutral while further broadening the diversification and depth of our platform. We look forward to welcoming Modiv stockholders, who will receive GNL shares offering a highly attractive dividend yield, enhanced trading liquidity as part of a larger and more broadly followed platform, and long-term value creation driven by increased scale and earnings growth. We believe GNL represents a compelling opportunity, delivering both immediate income and meaningful upside as we execute on our growth strategy.”
Rob Kauffman, Non-Executive Chairperson of the GNL Board, added, “This is a compelling transaction that we believe strengthens GNL’s portfolio and accelerates our path to long-term earnings growth. Modiv’s high-quality net lease industrial portfolio is an excellent fit for GNL, and we expect this combination will generate meaningful long-term value for stockholders of both companies.”
Aaron Halfacre, President and Chief Executive Officer of Modiv, added, “We have long believed that our portfolio’s quality was historically mispriced by the marketplace and that we would be receptive if someone sought to close the value gap sooner than we could. Over the past year, Modiv attracted substantial interest from a range of suitors, including multiple unsolicited offers, but GNL distinguished itself through the long-term opportunity this transaction creates. I personally believe this transaction represents the best opportunity for Modiv investors to not only receive compelling value today (even before considering the tax advantages of a stock-for-stock deal), but allows us the opportunity to participate in future upside as continuing investors in GNL. Upon closing, this transaction is expected to result in a 25% increase in annual dividend income, paid quarterly, to existing Modiv investors (we will continue to pay our monthly dividend until closing). With a stronger balance sheet alongside true daily liquidity, I believe this transaction is in the best long-term interests of our stockholders, given the meaningful synergies expected and the enhanced scale and capabilities of the combined company. We believe GNL’s recent transformation has created an outstanding platform for durable growth, increasing institutional visibility and lowering its cost of capital. As a future GNL stockholder electing to roll over my entire position, I am confident the combined portfolio will thrive under Michael Weil and GNL’s leadership.”
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Thomas H. Nolan, Jr., Chairman of the Board of Modiv, further added, “After a thorough and disciplined review process, our Board unanimously determined that this transaction represents the best outcome for our stockholders. It is also a clear validation of the strength of our platform and the exceptional execution of our management team, who have built a high-quality portfolio that naturally aligns with a larger, well-capitalized REIT. We are confident this combination positions the assets and stakeholders for continued success.”
Summary of Strategic Benefits:
| § | Immediate 4% AFFO per Share Accretion: GNL expects that the transaction will immediately be 4% accretive to AFFO per share. The transaction is expected to result in the elimination of duplicative G&A expenses and other cost synergies, totaling approximately $6 million of identified synergies expected to be captured annually. |
| § | Leverage-Neutral Transaction Maintains Balance Sheet and Liquidity Strength: The all-stock transaction was structured to be leverage-neutral, preserving GNL’s balance sheet strength and financial flexibility. This transaction structure is expected to provide GNL with significant capacity to invest in strategic growth initiatives and continue to drive leverage down over the long-term. |
| § | High-Quality Industrial Net Lease Portfolio: GNL will be acquiring a high-quality net lease portfolio concentrated in mission-critical industrial assets, supported by an attractive weighted average lease term of 15.0 years1 and 2.4% average annual rent escalations2. This long-duration lease profile is expected to extend GNL’s weighted average lease term from 6.1 years as of December 31, 2025 to 7.0 years1 on a pro forma basis and enhance GNL’s portfolio durability and cash flow visibility. Modiv’s portfolio features a well-recognized tenant base of leading global brands, with 45% of annual base rent derived from investment-grade rated tenants3. |
| § | Strengthens Portfolio Quality and Diversification: The acquisition will further strengthen GNL’s overall portfolio mix by significantly increasing exposure to high-quality mission-critical industrial assets while meaningfully reducing office concentration. Modiv’s portfolio is geographically well-diversified, providing exposure to key industrial markets across the United States, which is expected to enhance GNL’s overall portfolio resilience and stability. |
| § | Enhanced Platform to Support Long-Term Growth: The transaction, once completed, will enhance GNL’s overall scale, diversification, and capital flexibility, which is anticipated to position GNL’s platform to more efficiently access capital, pursue strategic investments, and support sustainable long-term growth and value creation. |
Leadership and Organization
There are no anticipated changes to GNL’s executive management team or Board of Directors in connection with the transaction.
Closing and Transaction Details
Completion of the transaction, which is expected in the third quarter of 2026, is subject to customary closing conditions, including the approval of Modiv stockholders. No approval of GNL stockholders will be required in connection with the transaction.
As a result of today’s announcement, Modiv does not plan to file its customary earnings release and supplemental information or to host a conference call to discuss its financial results for the quarter ended March 31, 2026 or subsequent quarters.
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Advisors
BMO Capital Markets is acting as sole financial advisor to GNL and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Greenberg Traurig, LLP are serving as legal counsel to GNL.
Truist Securities is acting as sole financial advisor to Modiv and Morrison & Foerster LLP and Venable LLP are serving as legal counsel to Modiv.
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 U.S., and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
About Modiv Industrial, Inc.
Modiv Industrial, Inc. is an internally managed REIT that is focused on single-tenant net-lease industrial manufacturing real estate. Modiv actively acquires critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation's supply chains. For more information, please visit www.modiv.com
Footnotes
[1] Metric based on square feet as of December 31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.
[2] Metric based on Annual Base Rent as of December 31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.
[3] 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.
Additional Information and Where to Find It
In connection with the transaction, GNL intends to file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of Modiv as well as a preliminary prospectus relating to the offer of securities to be issued to the stockholders of the Modiv (the “Proxy Statement/Prospectus”). After the Registration Statement is declared effective, a definitive proxy statement and other relevant documents will be mailed to stockholders of Modiv as of the record date to be established for voting on the transaction and other matters as described in the Proxy Statement/Prospectus. GNL and Modiv will also file other documents regarding the transaction with the SEC. This press release does not contain all of the information that should be considered concerning the transaction and is not intended to form the basis of any investment decision or any other decision in respect of the transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, MODIV STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/ PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH MODIV’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MODIV AND THE TRANSACTION.
Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by GNL, without charge, once available, on the SEC’s website at www.sec.gov, or by directing a request to: Global Net Lease, Inc., 650 Fifth Avenue, 30th Floor, New York, New York 10019, or by email at investorrelations@globalnetlease.com. Copies of the documents filed or to be filed with the SEC by Modiv will be available, without charge, on Modiv’s website at www.modiv.com.
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Participants in the Solicitation
GNL, Modiv and their respective directors and executive officers may be deemed participants under SEC rules in the solicitation of proxies from Modiv’s stockholders in connection with the transaction.
Information regarding GNL’s directors and executive officers, including information regarding their interests in the transaction and their ownership of GNL’s securities, is available in GNL’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 25, 2026 (the “GNL 2025 Annual Report”), and GNL’s proxy statement, dated April 7, 2026, for its 2026 annual meeting of stockholders (the “GNL 2026 Proxy”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of GNL’s securities by GNL’s directors or executive officers from the amounts described in the GNL 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the GNL 2026 Proxy and are available at the SEC’s website at www.sec.gov. Information regarding Modiv’s directors and executive officers, including information regarding their interests in the transaction and their ownership of Modiv’s securities, is available in Modiv’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 25, 2026, and the amendment thereto on Form 10-K/A, filed with the SEC on April 30, 2026 (the “Modiv 2025 Annual Report”), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Modiv’s securities by Modiv’s directors or executive officers from the amounts described in the Modiv 2025 Annual Report have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Modiv 2025 Annual Report and are available at the SEC’s website at www.sec.gov. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Modiv’s stockholders in connection with the transaction will be set forth in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Investors should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from GNL or Modiv using the sources indicated above.
No Offer or Solicitation
This press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of GNL or Modiv, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the transaction and the parties thereto. All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the transaction between GNL and Modiv; the anticipated benefits and timing of the transaction, GNL’s future financial performance; and other statements regarding management’s intentions, beliefs, or expectations with respect to the GNL’s future performance following the consummation of the transaction, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
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These forward-looking statements are based on the current expectations and assumptions of GNL and Modiv and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) GNL’s or Modiv’s continued qualification as a REIT under the Internal Revenue Code of 1986, as amended (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the transaction and any definitive agreements with respect thereto; (4) the inability to complete the transaction, including due to failure to obtain approval of the stockholders of Modiv or other conditions to closing; (5) the risk that the transaction disrupts GNL’s current plans, business relationships, performance, operations and business generally as a result of the announcement and consummation of the transaction; (6) the risk that the price of GNL’s securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, geopolitical tensions, and macro-economic and social environments affecting its business; (7) the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the transaction; (9) changes in applicable laws or regulations; (10) risks related to GNL and Modiv’s business, including client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, re-leasing uncertainties, and potential damages from natural disasters; competition, impairments in the value of real estate assets; changes in domestic and foreign income tax laws and rates; and (11) other risks detailed from time to time in GNL or Modiv’s filings with the SEC including the Registration Statement and related documents filed or to be filed in connection with the transaction.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of each of the GNL 2025 Annual Report and the Modiv 2025 Annual Report, subsequent Quarterly Reports on Form 10-Q and the Registration Statement and Proxy Statement/Prospectus that will be filed by GNL, and other documents filed by GNL and Modiv from time to time with the SEC, as well as the list of risk factors included herein. These filings identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this press release.
Contacts:
Investor Relations
Email: investorrelations@globalnetlease.com
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