Modiv CEO equity converted in GNL merger terms
Modiv Industrial, Inc. completed a merger with entities affiliated with Global Net Lease, Inc., after which CEO and President Aaron Scott Halfacre’s Modiv equity interests were restructured.
Rhea-AI Filing Summary
Modiv Industrial, Inc. completed a merger with entities affiliated with Global Net Lease, Inc., after which CEO and President Aaron Scott Halfacre’s Modiv equity interests were restructured. Directly held 137,830.2425 shares of Class C common stock and trust-held partnership units were converted into rights to receive GNL securities under a fixed 1.975-for-1 exchange structure. Class X Units in Modiv Operating Partnership vested and converted into Class C Units, which then converted into GNL Operating Partnership OP Units, leaving no remaining Modiv Class X holdings and no directly held Modiv Class C common stock.
Insider Trade Summary
1,093,085 shares exercised/converted
Exercise
4 txns
Insider
Halfacre Aaron Scott
Role
CEO and President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class X Units F3, F5 | 546,542.5 | $0.00 | $0.00 |
| Exercise | Class C Units F3, F5 | 546,542.5 | $0.00 | $0.00 |
| Disposition | Class C Units F4, F5 | 1,000,000 | $0.00 | $0.00 |
| Disposition | COMMON STOCK, CLASS C F1, F2 | 137,830.2425 | -- | -- |
Holdings After Transaction:
Class X Units — 0 contracts (Indirect, By trust);
Class C Units — 0 contracts (Indirect, By trust);
COMMON STOCK, CLASS C — 0 shares (Direct)
Footnotes (5)
- 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. 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.
- F4. 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.
- F5. Represents securities held by a revocable trust of which the reporting person is the trustee and which was established for the benefit of the reporting person's immediate family members.
Key Figures
Class X Units converted: 546,542.5000 units
Class C Units acquired from Class X: 546,542.5000 units
Class C Units disposed in OpCo Merger: 1,000,000.0000 units
+5 more
8 metrics
Class X Units converted
546,542.5000 units
Class X Units vested and converted into Class C Units immediately prior to the OpCo Merger Effective Time
Class C Units acquired from Class X
546,542.5000 units
Class C Units in Modiv Operating Partnership received upon conversion of Class X Units
Class C Units disposed in OpCo Merger
1,000,000.0000 units
Class C Units converted into rights to receive GNL OP Units at the OpCo Merger Effective Time
Class C common stock disposed
137,830.2425 shares
Modiv Class C common stock converted into rights to receive GNL common stock in the REIT Merger
Stock exchange ratio
1.975 shares
Each Modiv Class C common share converted into the right to receive 1.975 GNL common shares
OP Unit exchange ratio
1.975 units
Each Class C Unit converted into the right to receive 1.975 GNL OP Units
Post-transaction Modiv Class X Units
0.0000 units
Total Class X Units following conversion reported as zero
Post-transaction Modiv Class C common
0.0000 shares
Directly held Modiv Class C common stock following merger-related disposition
Key Terms
Agreement and Plan of Merger, REIT Merger, OpCo Merger, GNL OP 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.
REIT Merger regulatory
"Modiv merged with and into REIT Merger Sub, with REIT Merger Sub continuing"
OpCo Merger regulatory
"OpCo Merger Sub merged with and into the Modiv Operating Partnership"
GNL OP Units financial
"converted into the right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership designated as OP Units"
revocable trust financial
"Represents securities held by a revocable trust of which the reporting person is the trustee"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Modiv (MDV) CEO Aaron Scott Halfacre report in this Form 4?
Aaron Scott Halfacre reported that his Modiv equity interests were restructured in connection with a merger, including 137,830.2425 shares of Class C common stock and trust-held partnership units converting into rights to receive Global Net Lease securities at a 1.975-for-1 exchange ratio.
What happened to Modiv (MDV) Class X and Class C Units held via trust?
Immediately prior to the OpCo Merger effective time, each outstanding Class X Unit vested and converted into one Class C Unit. At the OpCo Merger effective time, each Class C Unit converted into the right to receive 1.975 GNL OP Units, plus cash for fractional units, without interest.
Why does the Form 4 show zero Modiv Class C common stock directly held by the CEO?
The Form 4 shows 137,830.2425 shares of Modiv Class C common stock as disposed to the issuer in connection with the merger, reflecting conversion into the right to receive GNL common stock. After this transaction, the reported directly held Modiv Class C common stock position is 0 shares.
How many Modiv units were exercised or converted in the CEO’s derivative transactions?
Derivative transactions show exercise or conversion of 546,542.5000 Class X Units into an equal number of Class C Units, and a separate disposition of 1,000,000.0000 Class C Units in connection with the OpCo Merger, all held indirectly through a revocable family trust.
Who held the Modiv units reported in the insider’s indirect ownership on this Form 4?
The indirect Modiv units were held by a revocable trust of which the reporting person is trustee, established for the benefit of the reporting person’s immediate family members. The Form 4 attributes these holdings as indirect ownership "by trust."
AI-generated analysis. How Rhea-AI works. Not financial advice.
