GNL to acquire Modiv Industrial in stock-for-stock merger; Modiv shareholders get 1.975 GNL shares per common share

Global Net Lease, Inc.

Each share of Modiv common stock to be converted into 1.975 shares of GNL common stock.
Modiv preferred stock holders to receive $25.00 per share in cash plus accrued dividends.
Termination fee: $10M if Modiv accepts superior proposal; $15M for material breach by either party.
GNL expects to issue ~4.9 million OP Units to Modiv operating partnership unitholders in connection with merger.
Merger closing conditions include Modiv stockholder vote, regulatory approvals; outside date February 3, 2027.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Global Net Lease, Inc. entered into Agreement and Plan of Merger with Modiv Industrial, Inc. and Modiv Operating Partnership, LP (effective 2026-05-03).

Action: entry
Agreement: merger
Counterparty: Modiv Industrial, Inc. and Modiv Operating Partnership, LP
Effective: 2026-05-03

Exact text from the filing

On May 3, 2026, Global Net Lease, Inc. (“ GNL ”), together with its direct and indirect subsidiaries, GNL Motion Merger Sub, LLC (“ REIT Merger Sub ”), Global Net Lease Operating Partnership, L.P. (the “ Operating Partnership ”) and GNL Motion OpCo Merger Sub, LLC (“ Opco Merger Sub ” and, together with GNL, REIT Merger Sub and the Operating Partnership, the “ GNL Parties ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Modiv Industrial, Inc. (the “ Modiv ”) and Modiv Operating Partnership, LP (the “ Modiv Operating Partnership ” and, together with Modiv, the “ Modiv Parties ”).

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Source: SEC EDGAR

accession 0001104659-26-054379

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