Modiv Industrial (MDV) director converts all stock in Global Net Lease merger
Rhea-AI Filing Summary
MODIV INDUSTRIAL, INC. director Christopher Raymond Gingras reported dispositions to the issuer in connection with a completed merger with Global Net Lease, Inc. All 12,938.1256 shares of Modiv Class C common stock and 2,292.3994 shares of 7.375% Series A preferred stock held directly by him were converted into merger consideration, leaving 0 shares of each class reported as held following the transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 15,230.525 shares
Net Sell
2 txns
Insider
Gingras Christopher Raymond
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | COMMON STOCK, CLASS C F1, F2 | 12,938.1256 | -- | -- |
| Disposition | Series A Cumulative Redeemable Perpetual Preferred Stock F3 | 2,292.3994 | $25.2151 | $58K |
Holdings After Transaction:
COMMON STOCK, CLASS C — 0 shares (Direct);
Series A Cumulative Redeemable Perpetual Preferred Stock — 0 shares (Direct)
Footnotes (3)
- F1. Pursuant to the terms of an Agreement and Plan of Merger, dated as of May 3, 2026 (the "Merger Agreement"), by and among Modiv Industrial, Inc. ("Modiv"), 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"), Modiv merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly owned subsidiary of GNL (the "REIT Merger"), and OpCo Merger Sub merged with and into the Modiv Operating Partnership, with the Modiv Operating Partnership continuing as the surviving entity and a wholly owned subsidiary of GNL Operating Partnership (the "OpCo Merger").
- F2. At the effective time of the REIT Merger, each issued and outstanding share of Modiv's Class C common stock, $0.001 par value per share (the "Modiv Common Stock"), was converted into the right to receive 1.975 shares of GNL's common stock, par value $0.01 per share (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.
- F3. At the effective time of the REIT Merger, each issued and outstanding share of Modiv's 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, was converted into the right to receive $25.215104 in cash.
Key Figures
Class C common shares disposed: 12,938.1256 shares
Series A preferred shares disposed: 2,292.3994 shares
GNL stock received per Modiv common share: 1.975 shares
+3 more
6 metrics
Class C common shares disposed
12,938.1256 shares
Disposition to issuer in connection with merger; holdings after transaction 0.0000 shares
Series A preferred shares disposed
2,292.3994 shares
Disposition to issuer in connection with merger; holdings after transaction 0.0000 shares
GNL stock received per Modiv common share
1.975 shares
Each Modiv Class C common share converted into right to receive GNL common stock
Cash per Series A preferred share
$25.215104 per share
Each Modiv 7.375% Series A preferred share converted into right to receive cash
Merger Agreement date
May 3, 2026
Agreement and Plan of Merger among Modiv, GNL and related partnerships
Class C shares after transaction
0.0000 shares
Total Modiv Class C common stock directly owned by reporting person after merger
Key Terms
Agreement and Plan of Merger, REIT Merger, OpCo Merger, Cumulative Redeemable Perpetual Preferred Stock, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the terms of an Agreement and Plan of Merger, dated as of May 3, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
REIT Merger financial
"Modiv merged with and into REIT Merger Sub, with REIT Merger Sub continuing"
OpCo Merger financial
"OpCo Merger Sub merged with and into the Modiv Operating Partnership"
Cumulative Redeemable Perpetual Preferred Stock financial
"Modiv's 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock"
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.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did MDV director Christopher Raymond Gingras report on this Form 4?
Christopher Raymond Gingras reported issuer dispositions of 12,938.1256 Class C common shares and 2,292.3994 Series A preferred shares, both converted into merger consideration in connection with Modiv Industrial’s merger with Global Net Lease.
What did MDV common stockholders receive in the merger with Global Net Lease?
Each share of Modiv Class C common stock was converted into the right to receive 1.975 shares of Global Net Lease common stock, plus cash in lieu of any fractional GNL shares, all without interest, at the effective time of the REIT merger.
What consideration did MDV’s Series A preferred stockholders receive in the merger?
Each share of Modiv’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock was converted into the right to receive $25.215104 in cash at the effective time of the REIT merger, replacing their preferred shares with a cash payment.