Modiv Industrial urges vote on GNL merger
Accepted by SEC EDGAR
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Form Type
425
Rhea-AI Filing Summary
Modiv Industrial, Inc. is asking stockholders to vote at a special meeting on August 10, 2026 on a proposed merger with Global Net Lease, Inc. The board of directors unanimously recommends voting FOR the merger and related proposals and notes that not voting has the same effect as voting against.
The communication explains that Global Net Lease filed a registration statement on Form S-4 (File No. 333-296382), declared effective on June 24, 2026, which includes a joint proxy statement/prospectus. Stockholders are urged to review these SEC materials, accessible via the SEC and company websites, and it clarifies that the message does not constitute an offer to buy or sell securities.
Key Figures
Special meeting date: August 10, 2026
Form S-4 file number: File No. 333-296382
S-4 effectiveness and mailing date: June 24, 2026
+2 more
5 metrics
Special meeting date
August 10, 2026
Date of Modiv Industrial stockholder meeting to vote on proposed merger with Global Net Lease
Form S-4 file number
File No. 333-296382
Registration statement filed by Global Net Lease for stock issuance as merger consideration
S-4 effectiveness and mailing date
June 24, 2026
Date the Form S-4 was declared effective and the Proxy Statement/Prospectus was filed and first mailed
Modiv fiscal year referenced
Year ended December 31, 2025
Period covered by Modiv Industrial’s referenced Annual Report on Form 10-K
GNL fiscal year referenced
Year ended December 31, 2025
Period covered by Global Net Lease’s referenced Annual Report on Form 10-K
Key Terms
Proxy Statement/Prospectus, registration statement on Form S-4, special meeting of stockholders, participants in the solicitation, +1 more
5 terms
Proxy Statement/Prospectus regulatory
"includes a proxy statement of Modiv Industrial that also constitutes a prospectus of GNL"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
registration statement on Form S-4 regulatory
"Global Net Lease filed a registration statement on Form S-4 (File No. 333-296382)"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
special meeting of stockholders regulatory
"Special Meeting of Stockholders of Modiv Industrial, Inc. on August 10, 2026"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
participants in the solicitation regulatory
"Modiv, GNL and their respective directors and executive officers may be deemed to be participants in the solicitation"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.
No offer or solicitation regulatory
"This communication is not intended to and shall not constitute an offer to purchase or the solicitation of an offer"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is Modiv Industrial (MDV) holding its special meeting on the Global Net Lease merger?
The special meeting is scheduled for August 10, 2026. At this meeting, Modiv Industrial stockholders will vote on the proposed merger with Global Net Lease, Inc. and related proposals, based on information in the Form S-4 proxy statement/prospectus.
What are Modiv Industrial (MDV) stockholders being asked to approve at the August 10, 2026 meeting?
Stockholders are being asked to vote on a proposed merger with Global Net Lease, Inc. and related proposals. Details of the transaction and terms are described in the Form S-4 registration statement and the joint Proxy Statement/Prospectus filed on June 24, 2026.
How does not voting impact the Modiv Industrial (MDV) merger proposal with Global Net Lease?
Not voting has the same effect as a vote against the merger. The company stresses that every vote is very important, regardless of the number of shares owned, and encourages stockholders to vote via internet, telephone, or proxy card promptly.
What is the Modiv Industrial (MDV) board recommending regarding the merger with Global Net Lease?
The board of directors unanimously recommends that stockholders vote FOR the merger and related proposals. This recommendation is highlighted in the communication, which urges investors to ensure their shares are represented at the special meeting by submitting voting instructions.
Where can Modiv Industrial (MDV) investors access the Form S-4 and Proxy Statement/Prospectus for the GNL merger?
Investors can obtain the Form S-4 and Proxy Statement/Prospectus free of charge from the SECs website, Modiv’s website at www.modiv.com/sec-filings/, or by contacting Modiv’s investor relations. Global Net Lease documents can also be requested from its investor relations contacts.
Who may be participants in the Modiv Industrial (MDV) proxy solicitation for the merger?
Modiv, Global Net Lease and their respective directors and executive officers may be deemed participants in the proxy solicitation. Information about their security holdings and interests is described in each company’s 2025 Form 10-K and, for GNL, its 2026 proxy statement and the Proxy Statement/Prospectus.
Does this Modiv Industrial (MDV) communication constitute an offer to buy or sell securities?
No. The communication expressly states it is not an offer to purchase or sell any securities. Any offer of securities related to the merger would only be made by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed by Modiv Industrial, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934, as amended
Subject Company: Modiv Industrial, Inc.
Commission File No.: 001-40814
July 15, 2026
Dear Fellow Stockholder:
According to our latest records, we have not yet received your vote with respect to the important Special Meeting of Stockholders of Modiv Industrial, Inc. on August 10, 2026, in connection with the proposed merger with Global Net Lease, Inc. (the “Merger”). Remember, failing to vote will have the same effect as a vote against the Merger; therefore your vote is very important, regardless of the number of shares you own.
Your Board of Directors unanimously recommends that you vote FOR the Merger and related proposals.
To ensure your shares are represented, please take a moment to vote TODAY via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided. (If you have received this letter by email, you may also vote by simply clicking on the “VOTE NOW” button in the accompanying email.)
We appreciate your support.
Sincerely,
John C. Raney
Chief Financial Officer, General Counsel and Secretary
|
REMEMBER: You can vote your shares
online or by phone—it’s simple and quick. Please follow
the easy instructions on the
enclosed proxy card or voting instructions form.
If you have any questions,
or need assistance in voting your shares,
please call our proxy
solicitor:
INNISFREE M&A
INCORPORATED
1 (877) 750-0926 (toll-free
from the U.S. and Canada) or
+1 (412) 232-3651 (from other countries) |
Additional Information and Where to Find It
In connection with the Merger, Global Net Lease, Inc. (“GNL”) has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-296382), which was declared effective on June 24, 2026 and includes a proxy statement of Modiv Industrial, Inc. (“Modiv”) with respect to its special meeting of stockholders that also constitutes a prospectus of GNL for the issuance of the common stock of GNL as consideration in the Merger (the “Proxy Statement/Prospectus”). Each of GNL and Modiv filed the Proxy Statement/Prospectus with the SEC on June 24, 2026, and Modiv first mailed the Proxy Statement/Prospectus to its stockholders on or about June 24, 2026. This communication does not contain all of the information that should be considered concerning the Merger and related transactions and is not intended to form the basis of any voting or investment decision or any other decision in respect of the Merger and related transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, MODIV STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS AND SUPPLEMENTS THERETO, 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 BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT GNL, MODIV AND THE MERGER AND RELATED TRANSACTIONS.
Investors and security holders may obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by Modiv or GNL, without charge, on the SEC’s website at www.sec.gov, from Modiv’s website at www.modiv.com/sec-filings/ or by contacting Modiv’s Investor Relations department by email at info@modiv.com, 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.
Participants in the Solicitation
Modiv, GNL and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information about the directors and executive officers of Modiv, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 25, 2026, as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on April 30, 2026. Information about the directors and executive officers of GNL, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in GNL’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026, and GNL’s proxy statement, dated April 7, 2026, for its 2026 annual meeting of stockholders. Any subsequent changes in the holdings of Modiv’s securities by Modiv’s directors or executive officers or in the holdings of GNL’s securities by GNL’s directors or executive officers have been or will be reflected in Statements of Change in Ownership on Form 4 filed or to be filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement/Prospectus. You may obtain free copies of these documents using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to purchase or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.