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  4. [15-12G] MODIV INDUSTRIAL, INC. SEC Filing

Modiv Industrial ends SEC reporting after GNL merger

MODIV INDUSTRIAL, INC.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
15-12G

Rhea-AI Filing Summary

MODIV INDUSTRIAL, INC. (MDV), now succeeded by GNL Motion Merger Sub, LLC, is filing Form 15 to terminate registration of its Class C common stock and 7.375% Series A cumulative redeemable perpetual preferred stock under Section 12(g) and to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act. This follows an Agreement and Plan of Merger entered into on May 3, 2026 among Modiv Industrial, Modiv Operating Partnership, Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., and related merger subsidiaries. On August 12, 2026, Modiv Industrial merged with and into GNL Motion Merger Sub, LLC, which continues as the surviving entity, and this notice relates solely to Modiv Industrial’s reporting obligations.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing states that no other security class remains subject to Exchange Act reporting and lists zero holders for the 7.375% Series A preferred stock, confirming that Modiv Industrial’s reporting obligations are being closed out.

Series A dividend rate 7.375% 7.375% Series A cumulative redeemable perpetual preferred stock dividend rate
Par value per share $0.001 per share Par value for Class C common stock and 7.375% Series A preferred stock
Series A preferred shares outstanding 0 7.375% Series A cumulative redeemable perpetual preferred stock outstanding at time of filing
Merger Agreement date May 3, 2026 Date Modiv Industrial and Global Net Lease entities entered Merger Agreement
Merger effective date August 12, 2026 Date Modiv Industrial merged into GNL Motion Merger Sub, LLC
Form 15 signature date August 24, 2026 Date the certification/notice was signed by Authorized Signatory
Form 15 regulatory
"This Form 15 relates solely to the reporting obligations of the Company."
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
Section 12(g) regulatory
"termination registration under Section 12(g) of the Securities Exchange Act of 1934"
Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.
Sections 13 and 15(d) regulatory
"suspension of duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act"
Agreement and Plan of Merger financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Cumulative Redeemable Perpetual Preferred Stock financial
"7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share"
A cumulative redeemable perpetual preferred stock is a type of ownership share that pays fixed dividends forever unless the company stops them, and any missed dividends accumulate and must be paid later. It can be redeemed (bought back) by the issuer at specified times or prices, so it behaves partly like a long-term loan; investors care because it sits ahead of common shares for payments and can affect a company’s cash needs and perceived credit risk.

FAQ

What is MDV (Modiv Industrial, Inc.) doing in this Form 15 filing?
The company, now succeeded by GNL Motion Merger Sub, LLC, is filing Form 15 to terminate registration of its Class C common and 7.375% Series A preferred stock under Section 12(g) and to suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Which Modiv Industrial (MDV) securities are covered by this Form 15?
The filing covers Class C common stock, par value $0.001 per share, and 7.375% Series A cumulative redeemable perpetual preferred stock, par value $0.001 per share. These are the classes whose Exchange Act registration and periodic reporting obligations are being terminated or suspended.

How is Global Net Lease, Inc. involved with MDV in this transaction?
Modiv Industrial entered into an Agreement and Plan of Merger with Global Net Lease, Inc. and related partnerships and subsidiaries. On August 12, 2026, Modiv Industrial merged into GNL Motion Merger Sub, LLC, a wholly owned subsidiary of Global Net Lease, which is now the surviving entity.

When did the merger involving MDV become effective?
The merger became effective on August 12, 2026, when Modiv Industrial, Inc. merged with and into GNL Motion Merger Sub, LLC, with GNL Motion Merger Sub, LLC continuing as the surviving entity under the terms and conditions of the Merger Agreement.

Does this Form 15 affect reporting obligations of Global Net Lease, Inc.?
No. The Form 15 states that it relates solely to the reporting obligations of Modiv Industrial, Inc. It does not address or change any reporting obligations of Global Net Lease, Inc. or its operating partnership.

Who signed the Form 15 for the successor to MDV and in what capacity?
The certification/notice was signed on behalf of GNL Motion Merger Sub, LLC by Edward M. Weil, Jr. in the capacity of Authorized Signatory, dated August 24, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 15

 

 

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934.

 

Commission File Number 001-40814

 

 

MODIV INDUSTRIAL, INC.

(GNL Motion Merger Sub, LLC as successor by merger to Modiv Industrial, Inc.)

(Exact name of registrant as specified in its charter)

 

 

c/o Global Net Lease, Inc.

650 Fifth Avenue, 30th Floor

New York, New York 10019

(332) 265-2020

 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Class C Common Stock, par value $0.001 per share

7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

(Title of each class of securities covered by this Form)

 

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

 

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

 

  Rule 12g-4(a)(1)   x
  Rule 12g-4(a)(2)   ¨
  Rule 12h-3(b)(1)(i)   x
  Rule 12h-3(b)(1)(ii)   ¨
  Rule 15d-6   ¨
  Rule 15d-22(b)   ¨

 

Approximate number of holders of record as of the certification or notice date:

 

Class C Common Stock: 0*

 

7.375% Series A Cumulative Redeemable Perpetual Preferred Stock: 0*

 

* As previously disclosed, on May 3, 2026, Modiv Industrial, Inc., a Maryland corporation (the “Company”), Modiv Operating Partnership, LP, a Delaware limited partnership (“Modiv Operating Partnership”), Global Net Lease, Inc., a Maryland corporation (“GNL”), Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (“GNL Operating Partnership”), GNL Motion Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of GNL (“REIT Merger Sub”), and GNL Motion OpCo Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of GNL Operating Partnership (“OpCo Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). On August 12, 2026, upon the terms and subject to the conditions of the Merger Agreement, among other things, the Company merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity. This Form 15 relates solely to the reporting obligations of the Company.

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, GNL Motion Merger Sub, LLC has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

Date: August 24, 2026

 

  GNL MOTION MERGER SUB, LLC (as successor by merger to Modiv Industrial, Inc.)
     
  By: /s/ Edward M. Weil, Jr.
  Name: Edward M. Weil, Jr.
  Title: Authorized Signatory

 

 

 

Source: View Original Filing on SEC EDGAR