MODIV INDUSTRIAL, INC. (MDV) SEC Filings, Jul-Aug 2026

Modiv Industrial, Inc. completed previously announced merger transactions with Global Net Lease, Inc. (GNL) on August 12, 2026. Modiv merged with and into GNL Motion Merger Sub, LLC, which remained as the surviving entity and a wholly owned subsidiary of GNL, while Modiv Operating Partnership became a wholly owned subsidiary of Global Net Lease Operating Partnership, L.P.

At the merger effective time, each outstanding share of Modiv common stock and preferred stock was cancelled and converted into the right to receive the applicable common or preferred stock merger consideration under the Merger Agreement, and former holders ceased to have any rights as Modiv stockholders other than those merger consideration rights. In connection with closing, all outstanding amounts under Modiv Operating Partnership’s January 18, 2022 credit agreement were repaid in full, all obligations and commitments were terminated, and related security interests and liens were released.

Following the change in control, Modiv notified the NYSE and requested removal of Modiv common and preferred stock from listing and deregistration, and trading was suspended prior to the opening on the closing date. GNL intends to file a Form 15 to terminate the registration of these securities and suspend related reporting obligations. All Modiv directors resigned at the merger effective time, certain officers ceased to serve, and the surviving entity’s organizational documents became those of the pre‑merger REIT Merger Sub.

Modiv Industrial, Inc. had its Class C Common Stock and 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock removed from listing and registration on the New York Stock Exchange LLC under Section 12(b) of the Exchange Act. The exchange states it complied with its own rules to strike these securities from listing and/or withdraw registration, and Modiv Industrial complied with the exchange’s rules and the requirements of Rule 12d2-2(c) governing the voluntary withdrawal of these classes of securities.

Modiv Industrial, Inc. reported solid mid‑2026 results while progressing toward its merger with Global Net Lease, Inc. Total assets were $487.7 million, including real estate investments, net, of $435.8 million across 40 mostly industrial, single-tenant net-lease properties totaling about 4.2 million square feet and 99% occupancy. Annual base rent was $39.1 million as of June 30, 2026.

For the quarter ended June 30, 2026, rental revenue was $11.7 million and net income was $6.5 million, compared with a $2.6 million net loss a year earlier, driven largely by a $7.5 million gain on the $18.7 million sale of the Melbourne, Florida industrial property and the absence of prior-year impairment. Net income attributable to common stockholders was $4.6 million, or $0.45 per basic and diluted share; quarterly common distributions were $0.3000 per share.

Debt consists of $23.8 million of mortgage notes and a $250.0 million term loan under a credit facility maturing July 18, 2028, with a reported leverage ratio of 45.7%. The full term loan is hedged by three SOFR interest rate swaps with a $250.0 million notional amount, fixing the rate at approximately 4.15% based on current leverage. Cash and cash equivalents were $21.6 million, and management states it expects adequate liquidity to meet obligations.

Under the approved Merger Agreement, each share of Class C common stock is to be converted into 1.975 shares of GNL common stock, and each Series A preferred share into $25.00 in cash plus accrued and unpaid dividends. Following closing, MDV equity securities are expected to be delisted and deregistered.

Modiv Industrial, Inc. stockholders approved the planned merger with Global Net Lease, Inc. under the existing Agreement and Plan of Merger. At the August 10, 2026 virtual special meeting, 6,762,735 Class C common shares were present, representing about 65.5% of voting power and establishing a quorum.

The Merger Proposal passed with 6,363,283 votes for, 295,685 against and 103,767 abstaining. The non-binding Merger Compensation Proposal also passed, with 5,324,201 votes for and 1,197,030 against. The Adjournment Proposal was approved but not needed. In a related press release, Modiv stated that approximately 94% of votes cast supported the transaction, representing more than 61% of outstanding shares, and indicated the acquisition is expected to close on or about August 12, 2026, subject to remaining customary conditions. The company also highlighted that, upon closing, Modiv investors are expected to receive a 25% increase in dividend income as shareholders of GNL.

Global Net Lease, Inc. (GNL) and Modiv Inc. (MDV) describe their planned transaction and explain that both companies, along with their directors and executive officers, may be deemed participants in soliciting proxies from Modiv stockholders. Background information on these individuals and their security holdings is available in each company’s most recent Annual Report on Form 10-K, related amendments, and proxy materials, as well as subsequent Forms 4 filed with the SEC.

The communication clarifies it is not an offer to sell or solicit securities and that any offering would occur only through a prospectus meeting Securities Act requirements or an applicable exemption. It includes an extensive forward-looking statements disclaimer, citing risks such as potential termination of the merger agreement, failure to obtain Modiv stockholder approval, legal proceedings, transaction-related disruption, market volatility, REIT qualification, real estate and tenant risks, regulatory changes, and other risks detailed in GNL and Modiv’s SEC filings.

Modiv Industrial, Inc. is reminding stockholders to vote on the proposed merger with Global Net Lease, Inc. (GNL) at a special meeting scheduled for August 10, 2026. The board of directors of Modiv unanimously recommends that stockholders vote in favor of the merger and related proposals.

A registration statement on Form S-4 (File No. 333-296382) covering the issuance of GNL common stock as merger consideration was declared effective on June 24, 2026, and a combined proxy statement/prospectus has been provided to Modiv stockholders. Stockholders are urged to review the registration statement, Proxy Statement/Prospectus, and related SEC filings for detailed information before making any voting or investment decision.

Modiv Industrial, Inc. is seeking stockholder approval for a proposed merger with Global Net Lease, Inc. (GNL). The board of directors of Modiv unanimously recommends that stockholders vote FOR the merger and related proposals at an upcoming special meeting and urges stockholders who have not yet voted to do so by Internet, telephone, mail, or through electronic voting links.

GNL has filed a registration statement on Form S-4 (File No. 333-296382), declared effective on June 24, 2026, which includes a joint Proxy Statement/Prospectus covering the Modiv special meeting and the issuance of GNL common stock as merger consideration. That Proxy Statement/Prospectus and related SEC filings contain detailed information about Modiv, GNL, the merger terms, and interests of directors and executive officers. The communication emphasizes that it is not an offer to sell or buy securities and that any securities may be offered only by a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.

Modiv Industrial, Inc. is asking stockholders to vote at a special meeting on August 10, 2026 on a proposed merger with Global Net Lease, Inc. The board of directors unanimously recommends voting FOR the merger and related proposals and notes that not voting has the same effect as voting against.

The communication explains that Global Net Lease filed a registration statement on Form S-4 (File No. 333-296382), declared effective on June 24, 2026, which includes a joint proxy statement/prospectus. Stockholders are urged to review these SEC materials, accessible via the SEC and company websites, and it clarifies that the message does not constitute an offer to buy or sell securities.

Modiv Industrial, Inc. requests your vote FOR a proposed merger with Global Net Lease, Inc. at a special virtual meeting on August 10, 2026. The companies filed a combined Proxy Statement/Prospectus on June 24, 2026 under a Form S-4 that was declared effective that same day.

The Board of Directors unanimously recommends approval and states that failing to vote has the same effect as a vote against the Merger. The communication instructs stockholders to review the Registration Statement and Proxy Statement/Prospectus and provides sources to obtain free copies.