Modiv CFO reports merger-driven unit and share conversions
MODIV INDUSTRIAL, INC.
Rhea-AI Filing Summary
MODIV INDUSTRIAL, INC. CFO, GC and Secretary John Connor Raney reported merger-related transactions on August 12, 2026. A revocable trust associated with him exercised 162,500 Class X Units into Class C Units, which, together with other Class C Units, converted into GNL Operating Partnership OP Units in the OpCo Merger. His directly held 2,183 Class C common shares were converted into GNL common stock at 1.975 GNL shares per Modiv share, and 400 shares of 7.375% Series A preferred stock were converted into $25.215104 in cash per share, all pursuant to the Modiv–Global Net Lease merger agreements.
Insider Trade Summary
325,000 shares exercised/converted
Exercise
5 txns
Insider
Raney John Connor
Role
CFO, GC and Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class X Units F4, F6 | 162,500 | $0.00 | $0.00 |
| Exercise | Class C Units F4, F6 | 162,500 | $0.00 | $0.00 |
| Disposition | Class C Units F5, F6 | 225,832.5 | $0.00 | $0.00 |
| Disposition | COMMON STOCK, CLASS C F1, F2 | 2,183 | -- | -- |
| Disposition | Series A Cumulative Redeemable Perpetual Preferred Stock F3 | 400 | $25.2151 | $10K |
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);
Series A Cumulative Redeemable Perpetual Preferred Stock — 0 shares (Direct)
Footnotes (6)
- 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.
- F4. 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.
- F5. 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.
- F6. 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 exercised: 162,500 units
Class C Units disposed to issuer: 225,832.5 units
Common stock conversion ratio: 1.975 shares
+3 more
6 metrics
Class X Units exercised
162,500 units
Class X Units vested and converted into Class C Units immediately before the OpCo Merger effective time
Class C Units disposed to issuer
225,832.5 units
Class C Units converted into the right to receive GNL OP Units at the OpCo Merger Effective Time
Common stock conversion ratio
1.975 shares
Each Modiv Class C common share converted into 1.975 shares of GNL common stock
Preferred stock cash consideration
$25.215104 per share
Each 7.375% Series A preferred share converted into the right to receive this cash amount
Preferred shares disposed
400 shares
Series A Cumulative Redeemable Perpetual Preferred Stock converted into cash at $25.215104 per share
Common shares disposed
2,183 shares
Directly held Modiv Class C common stock converted into GNL common stock in the REIT Merger
Key Terms
Agreement and Plan of Merger, REIT Merger, OpCo Merger, OP Units, +2 more
6 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"
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"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock financial
"each issued and outstanding share of Modiv's 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock"
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 MDV CFO John Connor Raney report in this Form 4?
John Connor Raney reported merger-related conversions and dispositions on August 12, 2026, including exchanges of Modiv common, preferred, and partnership units into GNL stock, OP Units, and cash under the Modiv–Global Net Lease merger agreements.
How many Modiv Class X Units tied to MDV’s CFO were converted?
A revocable trust associated with MDV’s CFO exercised 162,500 Class X Units, which vested and converted into 162,500 Class C Units immediately before the OpCo Merger effective time, then became entitled to receive GNL Operating Partnership OP Units.
What happened to MDV’s 7.375% Series A preferred stock in this Form 4?
Each share of Modiv’s 7.375% Series A preferred stock was converted into the right to receive $25.215104 in cash. The filing shows a disposition of 400 preferred shares by John Connor Raney at that cash amount per share.
Were the MDV insider’s holdings reported as direct or indirect in this filing?
Common and preferred shares were held directly, while Class X and Class C Units were held indirectly through a revocable trust established for the reporting person’s immediate family, with the reporting person serving as trustee.
Is the MDV CFO’s Form 4 tied to open-market trades or a merger?
The transactions are tied to the Modiv–Global Net Lease merger, not open-market trading. Conversions and dispositions result from the REIT Merger and OpCo Merger terms described in the Agreement and Plan of Merger.
AI-generated analysis. How Rhea-AI works. Not financial advice.
