MODIV INDUSTRIAL, INC.

DEFM14A 1 tm2615734-8_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ​ ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ​ ☒ Definitive Proxy Statement ​ ☐ Definitive Additional Materials ​ ☐ Soliciting Material Pursuant to Rule 14a-12 ​ Modiv Industrial, Inc. ​ (Name of Registrant as Specified in its Charter) ​ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ​ ☐ Fee paid previously with preliminary materials. ​ ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. ​ TABLE OF CONTENTS ​ ​ ​ ​ PROXY STATEMENT FOR THE SPECIAL MEETING OF MODIV INDUSTRIAL, INC. and PROSPECTUS OF GLOBAL NET LEASE, INC. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Modiv Industrial, Inc.: On May 3, 2026, Modiv Industrial, Inc. (“Modiv”) and Global Net Lease, Inc. (“GNL”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Modiv, Modiv Operating Partnership, LP (the “Modiv Operating Partnership”), 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”). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Modiv will merge with and into REIT Merger Sub with REIT Merger Sub being the surviving entity (such merger transaction, the “Modiv Merger”) at the effective time of the Modiv Merger (the “Modiv Merger Effective Time”). Contemporaneously therewith or immediately following the Modiv Merger, OpCo Merger Sub will merge with and into the Modiv Operating Partnership with the Modiv Operating Partnership being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Modiv Merger, the “Mergers”) at the effective time of the OpCo Merger (the “OpCo Merger Effective Time”). At the Modiv 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 Modiv (the “Modiv Common Stock”) issued and outstanding immediately prior to the Modiv Merger Effective Time, other than any issued and outstanding shares owned by GNL, REIT Merger Sub or any subsidiary of Modiv, GNL or REIT Merger Sub immediately prior to the Modiv 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 “Modiv 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 Modiv (the “Modiv Preferred Stock”) issued and outstanding immediately prior to the Modiv 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 date on which the closing of the Mergers occurs (the “Closing Date”). 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 Modiv 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 Modiv 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 Modiv, GNL, GNL Operating Partnership, REIT Merger Sub, 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 TABLE OF CONTENTS 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 Modiv Merger Effective Time, the Modiv Common Stock and Modiv 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”). Stockholder Meeting Modiv has scheduled a special meeting of its common stockholders to be held on August 10, 2026 in connection with the Mergers and related transactions (including any adjournment or postponement thereof, the “Special Meeting”). The Special Meeting will be held in a virtual-only format at www.virtualshareholdermeeting.com/MDV2026SM, on August 10, 2026, at 12:00 p.m., Mountain Time. At the Special Meeting, Modiv’s common stockholders will be asked to consider and vote on (i) a proposal to approve the Modiv Merger, pursuant to the terms of the Merger Agreement and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”), (ii) a proposal to approve, by a non-binding, advisory vote, the compensation that may be paid or become payable to Modiv’s named executive officers in connection with the Mergers (the “Merger Compensation Proposal”) and (iii) a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal, if there are insufficient votes at the time of such adjournment to approve the Merger Proposal (the “Adjournment Proposal”). Your vote is very important, regardless of the number of shares you own . The record date for determining the stockholders entitled to receive notice of, and to vote at, the Special Meeting is June 22, 2026. The Mergers cannot be completed without the approval of Modiv’s common stockholders. We urge you to read the accompanying proxy statement/prospectus carefully. The obligations of Modiv and GNL to complete the Mergers are subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. More information about Modiv, GNL, the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Mergers, is included in the accompanying proxy statement/ ​ prospectus. You should also consider carefully the risks that are described in the “ Risk Factors ” section, beginning on page 21 . Whether or not you plan to attend the Special Meeting virtually, please promptly vote or authorize a proxy to vote your shares, so that your shares may be represented and voted at the Special Meeting. AFTER CAREFUL CONSIDERATION, MODIV’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MODIV STOCKHOLDERS VOTE “FOR” EACH OF THE PROPOSALS TO BE CONSIDERED AT THE SPECIAL MEETING. Sincerely, Aaron S. Halfacre Chief Executive Officer and President Modiv Industrial, Inc. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The accompanying proxy statement/prospectus is dated June 24, 2026 and is first being mailed to the stockholders of Modiv on or about June 24, 2026. TABLE OF CONTENTS MODIV INDUSTRIAL, INC. 1500 North