Modiv Industrial (MDV) CAO reports merger-driven conversion of 40,000 partnership units

Rhea-AI Filing Summary

MODIV INDUSTRIAL, INC. Chief Accounting Officer Sara R. Grisham reported merger-related unit conversions involving the Modiv Operating Partnership and Global Net Lease structures. On August 12, 2026, 40,000 Class X Units vested and were converted into 40,000 Class C Units of the Modiv Operating Partnership. At the OpCo Merger effective time, these 40,000 Class C Units were disposed and converted into the right to receive GNL Operating Partnership OP Units at an exchange ratio of 1.975 GNL OP Units per Class C Unit, plus cash in lieu of any fractional OP Units.

Insider Trade Summary

80,000 shares exercised/converted

Exercise 3 txns

Insider GRISHAM SARA R

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Class X Units F1, F2	40,000	$0.00	$0.00
Exercise	Class C Units F2	40,000	$0.00	$0.00
Disposition	Class C Units F3	40,000	$0.00	$0.00

Holdings After Transaction: Class X Units — 0 shares (Direct); Class C Units — 0 shares (Direct)

Footnotes (3)

1. 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").
2. F2. 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.
3. F3. At the OpCo Merger Effective Time, each outstanding Class C Unit 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.

Key Figures

Class X Units converted: 40,000 units Class C Units acquired: 40,000 units Class C Units disposed at OpCo Merger: 40,000 units +2 more

5 metrics

Class X Units converted 40,000 units Class X Units vested and converted into Class C Units immediately prior to OpCo Merger Effective Time

Class C Units acquired 40,000 units Class C Units received upon conversion of Class X Units

Class C Units disposed at OpCo Merger 40,000 units Each Class C Unit converted into right to receive GNL OP Units at OpCo Merger Effective Time

GNL OP Unit exchange ratio 1.975 GNL OP Units per Class C Unit Conversion ratio for each outstanding Class C Unit in the OpCo Merger

Derivative exercises (all types) 80,000 shares Aggregate derivative shares involved in exercise or conversion transactions reported

Key Terms

Agreement and Plan of Merger, OpCo Merger Effective Time, Class X Units, Class C Units, +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.

OpCo Merger Effective Time regulatory

"Immediately prior to the effective time of the OpCo Merger (the "OpCo Merger Effective Time")"

Class X Units financial

"each outstanding unit of Class X limited partnership interest (the "Class X Units")"

Class C Units financial

"converted into one unit of Class C limited partnership interest (the "Class C Units")"

GNL OP Units financial

"right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership designated as OP Units"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 04:59 PM Accepted by SEC EDGAR 08/12/2026 - 04:59 PM Learn about SEC filing dates

FAQ

What did MDV officer Sara R. Grisham report in this Form 4?

Sara R. Grisham reported merger-related conversions of partnership units: 40,000 Class X Units vested and converted into 40,000 Class C Units, which were then converted into the right to receive GNL Operating Partnership OP Units at a 1.975:1 ratio.

How many Modiv Class X Units were affected in the MDV Form 4?

The filing shows 40,000 Class X Units of the Modiv Operating Partnership vested in full and converted into 40,000 Class C Units immediately prior to the OpCo Merger effective time, consistent with the merger terms described in the Merger Agreement footnotes.

What exchange ratio applies to MDV Class C Units in the OpCo Merger?

Each Class C Unit converted into the right to receive 1.975 GNL OP Units, plus cash in lieu of any fractional GNL OP Units, at the OpCo Merger effective time, as described in the transaction footnotes to the Form 4.

Were the MDV transactions market purchases or sales of common stock?

No, the reported transactions are derivative exercises and conversions of partnership units tied to the OpCo Merger and REIT Merger structure, rather than open-market purchases or sales of Modiv Industrial common stock.

How many derivative exercises are summarized in this MDV Form 4?

The filing’s transaction summary reports 2 derivative exercises (code M) covering an aggregate of 80,000 derivative shares, along with one disposition to the issuer (code D) for 40,000 Class C Units in connection with the OpCo Merger.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GRISHAM SARA R

(Last) (First) (Middle)

1500 NORTH GRANT STREET, #5609

(Street)

DENVER COLORADO 80203

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MODIV INDUSTRIAL, INC. [ MDV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class X Units	(1)(2)	08/12/2026		M			40,000(2)	(2)	(2)	COMMON STOCK, CLASS C	40,000	$0	0	D
Class C Units	(2)	08/12/2026		M		40,000(2)		(2)	(2)	COMMON STOCK, CLASS C	40,000	$0	40,000	D
Class C Units	(3)	08/12/2026		D			40,000	(3)	(3)	COMMON STOCK, CLASS C	40,000	$0	0	D

Explanation of Responses:

1. 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").

2. 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.

3. At the OpCo Merger Effective Time, each outstanding Class C Unit 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.

	/s/ John Raney, by Power of Attorney for Sara R. Grisham	08/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)