Modiv Industrial (MDV) EVP reports unit conversions and stock-for-stock merger exchange
Rhea-AI Filing Summary
MODIV INDUSTRIAL, INC. executive vice president Raymond J. Pacini reported transactions tied to the merger of Modiv with Global Net Lease, Inc. On August 12, 2026, an associated revocable trust converted 65,000 Class X Units into 65,000 Class C Units, then those Class C Units were converted into the right to receive GNL Operating Partnership OP Units under the merger terms.
Separately, Pacini disposed of 115,580.5 shares of Modiv Class C common stock in a transaction to the issuer, with each share converted into the right to receive 1.975 shares of GNL common stock plus cash in lieu of fractional shares. Following these events, reported direct holdings of Modiv Class C common stock were 0 shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 115,580.5 shares
Net Sell
4 txns
Insider
Pacini Raymond J
Role
Executive Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class X Units F3, F5 | 65,000 | $0.00 | $0.00 |
| Exercise | Class C Units F3, F5 | 65,000 | $0.00 | $0.00 |
| Disposition | Class C Units F4, F5 | 65,000 | $0.00 | $0.00 |
| Disposition | COMMON STOCK, CLASS C F1, F2 | 115,580.5 | -- | -- |
Holdings After Transaction:
Class X Units — 0 shares (Indirect, By trust);
Class C Units — 0 shares (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: 65,000 units
Class C Units acquired: 65,000 units
Class C Units converted to GNL OP Units: 1.975 units per Class C Unit
+3 more
6 metrics
Class X Units converted
65,000 units
Class X Units vested and converted into Class C Units immediately prior to the OpCo Merger effective time
Class C Units acquired
65,000 units
Class X Units converted one-for-one into Class C Units in Modiv Operating Partnership
Class C Units converted to GNL OP Units
1.975 units per Class C Unit
Each Class C Unit converted into the right to receive 1.975 GNL OP Units at OpCo Merger effective time
Modiv Class C shares disposed
115,580.5 shares
Disposition to issuer in connection with REIT Merger consideration into GNL common stock
GNL stock received per Modiv share
1.975 shares per Modiv share
Each Modiv Class C common share converted into right to receive 1.975 GNL common shares
Direct Modiv Class C holdings after
0 shares
Total direct ownership of Modiv Class C common stock reported following the 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 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"
GNL OP Units financial
"converted into the right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transactions did MDV executive Raymond J. Pacini report on this Form 4?
Raymond J. Pacini reported derivative conversions and dispositions linked to the GNL merger, including 65,000 Class X Units converting into 65,000 Class C Units and the disposition of 115,580.5 shares of Modiv Class C common stock in exchange for GNL equity.
What happened to the 65,000 Class X Units reported for MDV on this Form 4?
Immediately before the operating partnership merger effective time, each of the 65,000 Class X Units vested and converted into one Class C Unit, which then converted into the right to receive 1.975 GNL OP Units per Class C Unit under the merger agreement.
Were any of Raymond J. Pacini’s MDV holdings held through a trust?
Yes. Certain securities were held by a revocable trust established for the benefit of Raymond J. Pacini’s immediate family members, with Pacini serving as trustee, and these trust-held positions are reported as indirect ownership on the Form 4.
What did Class C Units of Modiv’s operating partnership receive in the GNL merger?
At the OpCo Merger effective time, each Modiv Class C Unit converted into the right to receive 1.975 GNL OP Units plus cash in lieu of any fractional GNL OP Units, with no interest paid on either the OP Units or the cash component.