Modiv director exits holdings in GNL merger deal
Rhea-AI Filing Summary
MODIV INDUSTRIAL, INC. director Thomas H. Nolan Jr. reported dispositions to the issuer in connection with a merger with Global Net Lease, Inc. At the REIT Merger effective time, 30,116.5774 shares of Modiv Class C common stock were converted into the right to receive 1.975 shares of GNL common stock per Modiv share, plus cash in lieu of fractional GNL shares. In a separate transaction, 394 shares of Modiv’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock were converted into the right to receive $25.215104 in cash per preferred share, leaving Nolan with 0 reported Modiv common and preferred shares following these issuer dispositions.
Insider Trade Summary
Disposition: 30,510.5774 shares
Disposition
2 txns
Insider
NOLAN THOMAS H JR
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | COMMON STOCK, CLASS C F1, F2 | 30,116.5774 | -- | -- |
| Disposition | Series A Cumulative Redeemable Perpetual Preferred Stock F3 | 394 | $25.2151 | $10K |
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 converted: 30,116.5774 shares
Common stock exchange ratio: 1.975 shares of GNL common stock per Modiv share
Series A preferred shares converted: 394 shares
+4 more
7 metrics
Class C common shares converted
30,116.5774 shares
Modiv Class C common stock converted at REIT Merger effective time
Common stock exchange ratio
1.975 shares of GNL common stock per Modiv share
Consideration for each issued and outstanding Modiv Class C common share
Series A preferred shares converted
394 shares
Modiv 7.375% Series A preferred converted at REIT Merger effective time
Cash per preferred share
$25.215104 per share
Cash consideration for each Modiv Series A preferred share
Post-transaction Modiv common holdings
0.0000 shares
Direct holdings of Modiv Class C common stock after dispositions
Post-transaction Modiv preferred holdings
0.0000 shares
Direct holdings of Modiv Series A preferred stock after dispositions
Merger agreement date
May 3, 2026
Date of Agreement and Plan of Merger referenced in the footnotes
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 regulatory
"Modiv merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity"
OpCo Merger regulatory
"OpCo Merger Sub merged with and into the Modiv Operating Partnership, with the Modiv Operating Partnership continuing"
Cumulative Redeemable Perpetual Preferred Stock financial
"each issued and outstanding share of 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did MODIV INDUSTRIAL (MDV) director Thomas H. Nolan Jr. report on this Form 4?
Thomas H. Nolan Jr. reported issuer dispositions tied to a merger with Global Net Lease, Inc., covering both Class C common stock and Series A preferred stock, with all reported Modiv shares reduced to zero.
What merger transaction underlies this MODIV INDUSTRIAL (MDV) Form 4?
The Form 4 references an Agreement and Plan of Merger dated May 3, 2026 involving Modiv, its operating partnership, Global Net Lease, Inc., and related merger subsidiaries, resulting in Modiv merging into a GNL subsidiary.
AI-generated analysis. How Rhea-AI works. Not financial advice.
