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Modiv Industrial (NYSE: MDV) presses stockholder vote on Global Net Lease merger

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

Rhea-AI Filing Summary

Modiv Industrial, Inc. is reminding stockholders to vote on the proposed merger with Global Net Lease, Inc. (GNL) at a special meeting scheduled for August 10, 2026. The board of directors of Modiv unanimously recommends that stockholders vote in favor of the merger and related proposals.

A registration statement on Form S-4 (File No. 333-296382) covering the issuance of GNL common stock as merger consideration was declared effective on June 24, 2026, and a combined proxy statement/prospectus has been provided to Modiv stockholders. Stockholders are urged to review the registration statement, Proxy Statement/Prospectus, and related SEC filings for detailed information before making any voting or investment decision.

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Special meeting date August 10, 2026 Date of Modiv Industrial stockholder meeting to vote on the merger
Form S-4 file number 333-296382 Registration statement covering GNL common stock as merger consideration
Form S-4 effectiveness date June 24, 2026 Date the registration statement on Form S-4 was declared effective
Modiv fiscal year end in latest 10-K December 31, 2025 Fiscal year referenced for Modiv director and officer information
GNL fiscal year end in latest 10-K December 31, 2025 Fiscal year referenced for GNL director and officer information
Proxy Statement/Prospectus regulatory
"includes a proxy statement of Modiv Industrial, Inc. that also constitutes a prospectus"
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, Inc. filed with the SEC a registration statement on Form S-4"
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.
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.
special meeting of stockholders financial
"The important Special Meeting of Stockholders of Modiv Industrial, Inc. will be held"
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.
No offer or solicitation regulatory
"This communication is not intended to and shall not constitute an offer to purchase"
Offering Type merger consideration

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FAQ

What is Modiv Industrial (MDV) asking stockholders to vote on?
Modiv Industrial is asking stockholders to vote on a proposed merger with Global Net Lease, Inc. (GNL) and related proposals at a special meeting. The Modiv board unanimously recommends voting in favor of the merger.

When is the Modiv Industrial (MDV) special meeting for the GNL merger?
The special meeting of Modiv Industrial stockholders to consider the GNL merger is scheduled for August 10, 2026. Stockholders who have not yet voted are encouraged to submit their proxies before the meeting date.

How will Modiv Industrial (MDV) stockholders receive consideration in the GNL merger?
Modiv stockholders would receive Global Net Lease common stock as consideration in the merger. The details of the share issuance are described in the Form S-4 registration statement and the Proxy Statement/Prospectus filed with the SEC.

Where can Modiv Industrial (MDV) investors find the Proxy Statement/Prospectus for the GNL merger?
Investors can access the Proxy Statement/Prospectus on the SEC’s website, on Modiv’s filings page at www.modiv.com/sec-filings/, or by requesting copies from Modiv or GNL investor relations at the contacts listed in the materials.

What SEC filing covers the Modiv Industrial (MDV) and GNL merger details?
The merger is described in a registration statement on Form S-4 (File No. 333-296382) that includes a Proxy Statement/Prospectus. The registration statement was declared effective on June 24, 2026 and then mailed to Modiv stockholders.

Does the Modiv Industrial (MDV) GNL merger communication constitute an offer to sell securities?
No. The communication explicitly states it is not an offer to buy or sell securities. Any offer of securities may be made only by means of a prospectus that meets Section 10 of the Securities Act of 1933.
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


IMPORTANT ALERT
 
You are Receiving This Reminder Because, According to Our Latest Records, Your Shares are Still Unvoted.
 
TIME IS SHORT, BUT THERE IS STILL ENOUGH TIME TO VOTE—PLEASE MAKE SURE YOUR SHARES ARE REPRESENTED!
 
The important Special Meeting of Stockholders of Modiv Industrial, Inc. will be held on August 10, 2026 and according to our latest records, we have not yet received your vote 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.

Since time is short, we encourage you to vote TODAY via the Internet or by telephone--by following the simple instructions indicated in the accompanying email or on the enclosed proxy card or voting instruction form.

THANK YOU FOR YOUR SUPPORT

 
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU MAY OWN
 
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