Modiv director disposes shares in merger conversion

MODIV INDUSTRIAL, INC. director Kimberly J. Smith reported a disposition of 18,367.8963 shares of Class C common stock in a transaction categorized as a disposition to the issuer.

Rhea-AI Filing Summary

MODIV INDUSTRIAL, INC. director Kimberly J. Smith reported a disposition of 18,367.8963 shares of Class C common stock in a transaction categorized as a disposition to the issuer. This reflects the closing of a merger in which Modiv combined with entities affiliated with Global Net Lease, Inc.

Under the merger terms, 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 Global Net Lease shares. Following this conversion, Smith reported 0 shares of Modiv Class C common stock held directly.

Insider Trade Summary

Disposition: 18,367.8963 shares

Disposition 1 txn

Insider SMITH KIMBERLY J

Role Director

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK, CLASS C F1, F2	18,367.8963	--	--

Holdings After Transaction: COMMON STOCK, CLASS C — 0 shares (Direct)

Footnotes (2)

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. 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.

Key Figures

Shares disposed: 18,367.8963 shares Post-transaction holdings: 0 shares Merger share conversion ratio: 1.975 shares

3 metrics

Shares disposed 18,367.8963 shares Class C common stock disposed to issuer in merger-related transaction

Post-transaction holdings 0 shares Directly held Modiv Class C common stock after disposition

Merger share conversion ratio 1.975 shares Each Modiv Class C share converted into 1.975 Global Net Lease common shares

Key Terms

Agreement and Plan of Merger, REIT Merger, Class C common stock, cash in lieu of any fractional shares

4 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"

Class C common stock financial

"each issued and outstanding share of Modiv's Class C common stock, $0.001 par value per share"

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

cash in lieu of any fractional shares financial

"plus the right to receive cash in lieu of any fractional shares of GNL Common Stock"

FAQ

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

What did Kimberly J. Smith report in this Form 4 for MDV?

Kimberly J. Smith reported a disposition of 18,367.8963 shares of Modiv Industrial Class C common stock, categorized as a disposition to the issuer, with 0 shares of this stock held directly after the transaction.

How were Modiv Industrial (MDV) shares converted in the Global Net Lease merger?

Each issued and outstanding share of Modiv Industrial 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 Global Net Lease shares, at the effective time of the REIT merger.

How many MDV shares did Kimberly J. Smith hold after the reported transaction?

After the reported merger-related disposition, Kimberly J. Smith held 0 shares of Modiv Industrial Class C common stock directly, according to the post-transaction holdings reported in the Form 4 filing data.

What type of transaction is reported for MDV on this Form 4?

The Form 4 reports a disposition to the issuer of Modiv Industrial Class C common stock, tied to the closing of a merger in which Modiv merged into a subsidiary of Global Net Lease and its operating partnership.

Was the MDV Form 4 transaction made under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the transaction is described in footnotes as resulting from the merger agreement rather than a pre-arranged trading plan for open-market transactions.

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

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

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
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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^*

SMITH KIMBERLY J

(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)

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

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
COMMON STOCK, CLASS C	08/12/2026		D		18,367.8963(1)	D	(2)	0	D

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

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. 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.

	/s/ John Raney, by Power of Attorney for Kimberly J. Smith	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.
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* Form 4: SEC 1474 (03-26)