Modiv Industrial seeks approval for merger with GNL

Modiv Industrial, Inc. is seeking stockholder approval for a proposed merger with Global Net Lease, Inc. (GNL).

Rhea-AI Filing Summary

Modiv Industrial, Inc. is seeking stockholder approval for a proposed merger with Global Net Lease, Inc. (GNL). The board of directors of Modiv unanimously recommends that stockholders vote FOR the merger and related proposals at an upcoming special meeting and urges stockholders who have not yet voted to do so by Internet, telephone, mail, or through electronic voting links.

GNL has 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 covering the Modiv special meeting and the issuance of GNL common stock as merger consideration. That Proxy Statement/Prospectus and related SEC filings contain detailed information about Modiv, GNL, the merger terms, and interests of directors and executive officers. The communication emphasizes that it is not an offer to sell or buy securities and that any securities may be offered only by a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.

Key Terms

registration statement on Form S-4, Proxy Statement/Prospectus, participants in the solicitation, Section 10 of the Securities Act of 1933

4 terms

registration statement on Form S-4 regulatory

"In connection with the Merger, Global Net Lease, Inc. filed 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.

Proxy Statement/Prospectus regulatory

"includes a proxy statement of Modiv Industrial, Inc. 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.

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.

Section 10 of the Securities Act of 1933 regulatory

"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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What merger is Modiv Industrial, Inc. (MDV) asking stockholders to vote on?

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

How does the Modiv (MDV) board recommend stockholders vote on the merger with GNL?

The Modiv board of directors unanimously recommends that stockholders vote FOR the merger with Global Net Lease, Inc. and the related proposals. The company urges stockholders who have not yet voted to submit their proxies as soon as possible.

What SEC filing covers the Modiv (MDV) and Global Net Lease merger details?

The merger is described in a registration statement on Form S-4 (File No. 333-296382) filed by GNL and declared effective June 24, 2026. It includes a joint Proxy Statement/Prospectus that provides detailed information about Modiv, GNL, and the merger terms.

Where can Modiv Industrial (MDV) stockholders access the merger Proxy Statement/Prospectus?

Stockholders can access the Proxy Statement/Prospectus and related filings for free on www.sec.gov, through Modiv’s website at www.modiv.com/sec-filings/, by emailing Modiv Investor Relations, or by contacting Global Net Lease’s investor relations office.

Does the Modiv (MDV) 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 can only be made by a prospectus meeting Section 10 of the Securities Act of 1933 and in compliance with applicable securities laws.

Who may be participants in the solicitation of proxies for the Modiv (MDV) merger vote?

Modiv, GNL, and their respective directors and executive officers may be deemed participants in the solicitation of proxies. Information on their security holdings and interests is described in each company’s most recent Form 10‑K and GNL’s 2026 proxy statement, as well as in the Proxy Statement/Prospectus.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/22/2026 - 04:05 PM Learn about SEC filing dates

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

The important Special Meeting of Stockholders of Modiv Industrial, Inc. is just about two weeks away 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.

We welcome your participation in the Special Meeting.  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.

REMEMBER—IF YOU DO NOT VOTE, IT WILL HAVE THE

SAME EFFECT AS A VOTE AGAINST THE MERGER

THEREFORE, 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.