MODIV INDUSTRIAL, INC.

false 0001645873 0001645873 2026-05-03 2026-05-03 0001645873 mdv:Seven375SeriesACumulativeRedeemablePerpetualPreferredStock0001ParValuePerShareMember 2026-05-03 2026-05-03 0001645873 us-gaap:CommonStockMember 2026-05-03 2026-05-03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2026 Modiv Industrial, Inc. (Exact name of registrant as specified in its charter) Maryland 001-40814 47-4156046 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1500 North Grant Street #5609 Denver , Colorado 80203 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 888 ) 686-6348 None (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class C Common Stock, $0.001 par value per share MDV New York Stock Exchange 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share MDV.PA New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On May 3, 2026, Modiv Industrial, Inc. (the “ Company ”) and Modiv Operating Partnership, LP (the “ Operating Partnership ” and, together with the Company, the “ Company Parties ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Global Net Lease, Inc. (“ GNL ”), GNL Motion Merger Sub, LLC (“ GNL Merger Sub ”), Global Net Lease Operating Partnership, L.P. (the “ GNL Operating Partnership ”) and GNL Motion OpCo Merger Sub, LLC (“ Opco Merger Sub ” and, together with GNL, GNL Merger Sub and the GNL Operating Partnership, the “ GNL Parties ”). The Merger Agreement and the transactions contemplated thereby were approved by GNL’s board of directors and unanimously by the Company’s board of directors (the “ Company Board ”). Additionally, each of the Company, as the general partner of the Operating Partnership, GNL, as the sole member and manager of GNL Merger Sub and the sole general partner of GNL Operating Partnership, and GNL Operating Partnership, as the sole member and manager of OpCo Merger Sub, have approved the Merger Agreement and the transactions contemplated thereby. Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Company will merge with and into GNL Merger Sub with GNL Merger Sub being the surviving entity (such merger transaction, the “ Company Merger ” and such surviving entity, the “ Surviving Company ”) at the effective time of the Company Merger (the “ Company Merger Effective Time ”). Contemporaneously therewith or immediately following the Company Merger, OpCo Merger Sub will merge with and into the Operating Partnership with the Operating Partnership being the surviving entity (such merger transaction, the “ OpCo Merger ” and, together with the Company Merger, the “ Mergers ”) at the effective time of the OpCo Merger (the “ OpCo Merger Effective Time ”). Merger Consideration At the Company Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, (i) each share of Class C common stock, $0.001 par value per share, of the Company (the “ Company Common Stock ”) issued and outstanding immediately prior to the Company Merger Effective Time, other than any issued and outstanding shares of Company Common Stock or Company Preferred Shares owned by GNL, GNL Merger Sub or any subsidiary of the Company, GNL or GNL Merger Sub immediately prior to the REIT Merger Effective Time (“ Excluded Shares ”), will be converted into the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (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 (the “ Common Stock Merger Consideration ”), and (ii) each share of the 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, of the Company (the “ Company Preferred Stock ”) issued and outstanding immediately prior to the Company Merger Effective Time, other than any Excluded Shares, will be converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to but not including, the Closing Date (the “ Preferred Stock Merger Consideration ”). Immediately prior to the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding unit of Class X limited partnership interest (the “ Class X Units ”) in the Operating Partnership will immediately vest in full and be converted into one unit of Class C limited partnership interest (the “ Class C Units ”) in the Operating Partnership. At the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding Class C Unit (other than Class C Units held by the Company, GNL, GNL Operating Partnership, the Surviving Company, OpCo Merger Sub or any of their respective wholly owned subsidiaries immediately prior to the OpCo Merger Effective Time) will be 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. Following the Company Merger Effective Time, the Company Common Stock and Company Preferred Stock will be delisted from the New York Stock Exchange (“ NYSE ”) and deregistered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Representations, Warranties and Covenants The Merger Agreement contains customary representations, warranties and covenants made by the Company Parties and the GNL Parties, including, among others, covenants of each of the Company Parties and the GNL Parties regarding the conduct of their respective businesses during the pendency of the transactions contemplated by the Merger Agreement and other matters. The Company Parties have also agreed not to, and to cause their respective subsidiaries and its and their respective directors and officers not to and to direct their respective representatives not to, solicit, initiate, knowingly encourage or knowingly facilitate any proposals for, or that could reasonably lead to, alternative transactions with a third-party or, subject to certain exceptions, participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish non-public informatio