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  4. [425] MODIV INDUSTRIAL, INC. Business Combination Communication

Modiv (MDV) urges shareholders to approve merger with Global Net Lease on Aug 10

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Modiv Industrial, Inc. requests your vote FOR a proposed merger with Global Net Lease, Inc. at a special virtual meeting on August 10, 2026. The companies filed a combined Proxy Statement/Prospectus on June 24, 2026 under a Form S-4 that was declared effective that same day.

The Board of Directors unanimously recommends approval and states that failing to vote has the same effect as a vote against the Merger. The communication instructs stockholders to review the Registration Statement and Proxy Statement/Prospectus and provides sources to obtain free copies.

Positive

  • None.

Negative

  • None.

Insights

Proxy seeks stockholder approval for a strategic merger; board unanimously recommends approval.

The filing confirms a combined Proxy Statement/Prospectus was declared effective on June 24, 2026, and a virtual special meeting is scheduled for August 10, 2026. The letter emphasizes proxy solicitation mechanics and voting channels.

Key dependencies include the special meeting vote outcome and any supplemental amendments to the registration statement; subsequent filings may disclose changes in director/executive holdings via Form 4.

Registration under Form S-4 enables issuance of GNL common stock as Merger consideration.

The Registration Statement on Form S-4 (File No. 333-296382) was declared effective on June 24, 2026, per the letter. The proxy mailing to Modiv stockholders began on or about June 24, 2026.

Cash‑flow treatment and exact share exchange ratios are disclosed in the Proxy Statement/Prospectus; review that filing for the Merger consideration details.

Commission File Number 001-40814 filing header
Form S-4 effective date June 24, 2026 Registration Statement on Form S-4 declared effective
Special meeting date August 10, 2026 virtual special meeting of stockholders
Proxy mailing date on or about June 24, 2026 Modiv first mailed the Proxy Statement/Prospectus to stockholders
Modiv fiscal year referenced fiscal year ended December 31, 2025 Annual Report on Form 10-K referenced for director holdings
GNL annual report date filed February 25, 2026 GNL’s Form 10-K for year ended December 31, 2025
Proxy Statement/Prospectus regulatory
"includes a proxy statement of Modiv with respect to its special meeting"
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.
Form S-4 regulatory
"registration statement on Form S-4 (File No. 333-296382)"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
proxy solicitation financial
"participants in the solicitation of proxies in respect of the Merger"
Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.
Form 4 regulatory
"reflected in Statements of Change in Ownership on Form 4 filed or to be filed"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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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 8, 2026

Dear Fellow Stockholder:

We previously sent you proxy materials for the important Special Meeting of Stockholders of Modiv Industrial, Inc. to be held virtually at www.virtualshareholdermeeting.com/MDV2026SM on August 10, 2026, in connection with the proposed merger with Global Net Lease, Inc. (the “Merger”).

Your Board of Directors unanimously recommends that you vote FOR the Merger and related proposals.

Your vote is very important. Please note that failing to vote will have the same effect as a vote against the Merger. If you have not already done so, please 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.)

On behalf of Modiv Industrial, thank you for your support.

Grit, grind, get it done!

Sincerely,


Aaron S. Halfacre
Chief Executive Officer and President


YOUR VOTE IS IMPORTANT—PLEASE VOTE TODAY!
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.


Source: View Original Filing on SEC EDGAR