Modiv Industrial (MDV) closes GNL merger, triggers NYSE delisting and control change

Rhea-AI Filing Summary

Modiv Industrial, Inc. completed previously announced merger transactions with Global Net Lease, Inc. (GNL) on August 12, 2026. Modiv merged with and into GNL Motion Merger Sub, LLC, which remained as the surviving entity and a wholly owned subsidiary of GNL, while Modiv Operating Partnership became a wholly owned subsidiary of Global Net Lease Operating Partnership, L.P.

At the merger effective time, each outstanding share of Modiv common stock and preferred stock was cancelled and converted into the right to receive the applicable common or preferred stock merger consideration under the Merger Agreement, and former holders ceased to have any rights as Modiv stockholders other than those merger consideration rights. In connection with closing, all outstanding amounts under Modiv Operating Partnership’s January 18, 2022 credit agreement were repaid in full, all obligations and commitments were terminated, and related security interests and liens were released.

Following the change in control, Modiv notified the NYSE and requested removal of Modiv common and preferred stock from listing and deregistration, and trading was suspended prior to the opening on the closing date. GNL intends to file a Form 15 to terminate the registration of these securities and suspend related reporting obligations. All Modiv directors resigned at the merger effective time, certain officers ceased to serve, and the surviving entity’s organizational documents became those of the pre‑merger REIT Merger Sub.

Positive

• None.

Negative

• Modiv common and preferred stock delisted from NYSE, with trading suspended as of the merger closing date and registration to be terminated via Form 25 and subsequent Form 15.

8-K Event Classification

8 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

8 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Preferred dividend rate: 7.375% Par value per common share: $0.001 Par value per preferred share: $0.001 +3 more

6 metrics

Preferred dividend rate 7.375% 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock

Par value per common share $0.001 Class C Common Stock, $0.001 par value per share

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

Merger Agreement date May 3, 2026 Agreement and Plan of Merger dated as of May 3, 2026

Merger closing date August 12, 2026 On August 12, 2026, the Mergers were consummated as the Closing Date

Credit agreement date January 18, 2022 Credit Agreement dated as of January 18, 2022 was fully repaid and terminated at closing

Key Terms

Common Stock Merger Consideration, Preferred Stock Merger Consideration, Form 25, Form 15, +2 more

6 terms

Common Stock Merger Consideration financial

"each outstanding share of Modiv Common Stock...converted into the right to receive the Common Stock Merger Consideration"

Preferred Stock Merger Consideration financial

"each outstanding share of the Modiv Preferred Stock...converted into the right to receive the Preferred Stock Merger Consideration"

Form 25 regulatory

"requested that the NYSE file a notification of removal from listing and registration on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"GNL has advised the Company that it intends to file with the SEC a certification and notice of termination on Form 15"

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.

change of control financial

"As a result of the consummation of the Modiv Merger, a change of control of the Company occurred"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Cumulative Redeemable Perpetual Preferred Stock financial

"7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value 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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 08/12/2026 - 04:07 PM Accepted by SEC EDGAR 08/12/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What merger did Modiv Industrial (MDV) complete with Global Net Lease?

Modiv Industrial completed merger transactions with Global Net Lease on August 12, 2026. Modiv merged into GNL Motion Merger Sub, LLC, which became a wholly owned GNL subsidiary, and Modiv Operating Partnership became a wholly owned subsidiary of Global Net Lease Operating Partnership, L.P.

What happened to Modiv Industrial (MDV) common and preferred shares in the merger?

At the merger effective time, each outstanding Modiv common and preferred share was cancelled and converted into the right to receive the applicable merger consideration. Former holders lost stockholder rights in Modiv other than rights to receive that merger consideration.

Will Modiv Industrial (MDV) remain listed on the New York Stock Exchange?

No. Modiv notified the NYSE that its common and preferred stock converted into merger consideration and requested filing of Form 25 to remove both from NYSE listing and registration. Trading was suspended before the opening on the closing date.

How did the Modiv Industrial (MDV) merger affect its SEC reporting obligations?

After effectiveness of Form 25 for delisting and deregistration, GNL plans to file a Form 15 to terminate registration of Modiv common and preferred stock and suspend Modiv’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

What happened to Modiv Industrial (MDV) debt under its credit agreement at closing?

As of the closing date, all outstanding amounts under Modiv Operating Partnership’s January 18, 2022 credit agreement were repaid in full. All obligations and commitments under the facility were terminated and all related security interests and liens were released.

Were there changes in Modiv Industrial (MDV) leadership as a result of the merger?

Yes. At the merger effective time, all Modiv directors resigned, and specified officers, including Aaron S. Halfacre, John C. Raney and Raymond J. Pacini, ceased to be officers. Officers of REIT Merger Sub became officers of the surviving entity.

false --12-31 0001645873 0001645873 2026-08-12 2026-08-12 0001645873 dei:FormerAddressMember 2026-08-12 2026-08-12 0001645873 mdv:ClassCCommonStock0.001ParValuePerShareMember 2026-08-12 2026-08-12 0001645873 mdv:Sec7.375SeriesCumulativeRedeemablePerpetualPreferredStock0.001ParValuePerShareMember 2026-08-12 2026-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2026

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)

Maryland		001-40814		47-4156046
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

c/o Global Net Lease, Inc. 650 Fifth Avenue, 30th Floor
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (332) 265-2020

1500 North Grant Street #5609, Denver, CO 80203

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class C Common Stock, $0.001 par value per share		MDV		New York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share		MDV.PA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note 

This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Mergers (as defined below) pursuant to the Agreement and Plan of Merger, dated as of May 3, 2026 (the “Merger Agreement”), by and among Modiv Industrial, Inc. (the “Company”), Modiv Operating Partnership, LP (the “Modiv Operating Partnership”), Global Net Lease, Inc. (“GNL”), GNL Motion Merger Sub, LLC (“REIT Merger Sub”), Global Net Lease Operating Partnership, L.P. (the “GNL Operating Partnership”) and GNL Motion OpCo Merger Sub, LLC (“OpCo Merger Sub”).

On August 12, 2026 (the “Closing Date”), pursuant to the Merger Agreement, the Company merged with and into REIT Merger Sub with REIT Merger Sub being the surviving entity and a wholly owned subsidiary of GNL (such merger transaction, the “Modiv Merger”) and, contemporaneously with the Modiv Merger, OpCo Merger Sub merged with and into the Modiv Operating Partnership with the Modiv Operating Partnership being the surviving entity and a wholly owned subsidiary of GNL Operating Partnership (such merger transaction, the “OpCo Merger” and, together with the Modiv Merger, the “Mergers”). 

Item 1.02 Termination of Material Definitive Agreement.

The information provided in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02. 

Effective as of the Closing Date, all outstanding amounts under that certain Credit Agreement, dated as of January 18, 2022, by and among Modiv Operating Partnership, as the borrower, KeyBank National Association, the other lenders which are parties to the agreement, KeyBank National Association, as the agent, BMO Capital Markets, Truist Bank and The Huntington Bank, as co-syndication agents, and KeyBanc Capital Markets Inc., BMO Capital Markets, Truist Securities, Inc. and The Huntington Bank, as joint-lead arrangers, and as amended, restated or modified prior to the Closing Date, were repaid in full, all outstanding obligations and commitments thereunder were terminated and all related security interests and liens were released.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and in Items 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Modiv Merger (the “Modiv Merger Effective Time”): 

· each share of Class C common stock, $0.001 par value per share, of the Company (the “Modiv Common Stock”) issued and outstanding immediately prior to the Modiv Merger Effective Time, other than any shares owned by GNL, REIT Merger Sub or any subsidiary of the Company, GNL or REIT Merger Sub immediately prior to the Modiv Merger Effective Time (“Excluded Shares”), converted into the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (the “GNL Common Stock”), without interest, plus the right to receive cash in lieu of any fractional shares of GNL Common Stock, if any, without interest (the “Common Stock Merger Consideration”); and

· each share of the 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, of the Company (the “Modiv Preferred Stock”) issued and outstanding immediately prior to the Modiv Merger Effective Time, other than any Excluded Shares, converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to but not including, the Closing Date (the “Preferred Stock Merger Consideration”).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement:

· immediately prior to the effective time of the OpCo Merger (the “OpCo Merger Effective Time”), each outstanding unit of Class X limited partnership interest (the “Class X Units”) in the Modiv Operating Partnership immediately vested in full and converted into one unit of Class C limited partnership interest (the “Class C Units”) in the Modiv Operating Partnership; and

· at the OpCo Merger Effective Time, each outstanding Class C Unit (other than Class C Units held by the Company, GNL, GNL Operating Partnership, REIT Merger Sub, OpCo Merger Sub or any of their respective wholly owned subsidiaries immediately prior to the OpCo Merger Effective Time) converted into the right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership designated as OP Units (as defined in the agreement of limited partnership of GNL Operating Partnership, “GNL OP Units”), plus the right to receive cash in lieu of any fractional GNL OP Units, if any, without interest.

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 4, 2026, which is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

In connection with the consummation of the Mergers, the Company notified the New York Stock Exchange (the “NYSE”) on the Closing Date that (i) each outstanding share of Modiv Common Stock, other than any Excluded Shares, converted into the right to receive the Common Stock Merger Consideration and (ii) each outstanding share of the Modiv Preferred Stock, other than any Excluded Shares, converted into the right to receive the Preferred Stock Merger Consideration pursuant to the Merger Agreement as described under Item 2.01 and requested that the NYSE file a notification of removal from listing and registration on Form 25 with the SEC to remove the Modiv Common Stock and Modiv Preferred Stock from listing on the NYSE and to deregister the Modiv Common Stock and Modiv Preferred Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Modiv Common Stock and Modiv Preferred Stock were suspended from trading on the NYSE effective prior to the opening of trading on the Closing Date. After effectiveness of the Form 25, GNL has advised the Company that it intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Modiv Common Stock and the Modiv Preferred Stock under the Exchange Act and to suspend the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Pursuant to the Merger Agreement and in connection with the consummation of the Mergers, at the Modiv Merger Effective Time, each share of Modiv Common Stock then outstanding was cancelled, retired and converted into the right to receive the Common Stock Merger Consideration, and each share of Modiv Preferred Stock then outstanding was cancelled, retired and converted into the right to receive the Preferred Stock Merger Consideration. Accordingly, at the Modiv Merger Effective Time, the holders of such shares of Modiv Common Stock and Modiv Preferred Stock ceased to have any rights as stockholders of the Company, other than the right to receive such Common Stock Merger Consideration and Preferred Stock Merger Consideration, respectively.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and in Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the consummation of the Modiv Merger, a change of control of the Company occurred, and the Company merged with and into REIT Merger Sub, and the separate existence of the Company ceased with REIT Merger Sub as the surviving entity and a wholly owned subsidiary of GNL.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

At the Modiv Merger Effective Time, each member of the board of directors of the Company resigned as a director of the Company. These resignations were in connection with the Mergers and not a result of any disagreements between the Company and the resigning directors on any matter relating to the Company’s operations, policies or practices.

In addition, at the Modiv Merger Effective Time, Aaron S. Halfacre, John C. Raney and Raymond J. Pacini ceased to be officers of the Company, and the officers of REIT Merger Sub immediately prior to the Modiv Merger Effective Time became the officers of the surviving entity. 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

By operation of law and in accordance with the Merger Agreement, as of the Modiv Merger Effective Time, the certificate of formation and limited liability company operating agreement of REIT Merger Sub, as in effect immediately prior to the Modiv Merger Effective Time, became the certificate of formation and limited liability company operating agreement of the surviving entity.

Item 9.01 Financial Statements and Exhibits. 

Exhibits

Exhibit No.		Description
2.1*+		Agreement and Plan of Merger, dated as of May 3, 2026, by and among Modiv Industrial, Inc., Modiv Operating Partnership, LP, Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., GNL Motion Merger Sub, LLC and GNL Motion OpCo Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Previously filed.

+ Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted annexes, schedules or exhibits to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GNL MOTION MERGER SUB, LLC (as successor by merger to Modiv Industrial, Inc.)
Date: August 12, 2026	By:	/s/ Edward M. Weil, Jr.
		Edward M. Weil, Jr.
		Authorized Signatory

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 28.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 37.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 26.2 KB