# MODIV INDUSTRIAL, INC. (MDV-PA) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_e61e5d1af769394bc639 · retrieved 2026-08-11T16:14:19.753Z

## Overview
Global Net Lease, Inc. is a real estate investment trust (REIT) that owns and operates a diversified portfolio of net-leased industrial, retail, and office properties across the United States and internationally.

Global Net Lease, Inc. (GNL) agreed to acquire Modiv Industrial, Inc. (MDV) in an all-stock merger valued at approximately $535 million enterprise value. Modiv shareholders will receive 1.975 newly-issued GNL common shares or operating partnership units for each Modiv share held at closing, representing $18.82 per Modiv share based on GNL's May 1, 2026 closing price—a 17% premium to Modiv's unaffected price on that date and 28% above Modiv's price prior to its January 20, 2026 strategic update. GNL will repay all of Modiv's outstanding debt ($250 million unsecured bank debt and $24 million mortgage debt) and redeem $42 million of Modiv Series A Preferred Stock using its Revolving Credit Facility and cash on hand, requiring no new external capital. Post-closing, existing GNL shareholders are expected to own approximately 89% and Modiv shareholders approximately 11% of the combined company. The transaction is expected to close in mid-August 2026, subject to customary closing conditions and Modiv shareholder approval.

## Terms
- Counterparty: Global Net Lease, Inc. · Deal value: $535.0M · Consideration: stock · Premium: 17.0% · Stake: 11% · Price/share: $18.82

## Key dates
- Announced 2026-07-22 · Vote 2026-08-10 · Expected close 2026-08-15

## Timeline
- 2026-07-22 · 425 (0001140361-26-029271): 425 - MODIV INDUSTRIAL, INC. — *Modiv Industrial, Inc. is a real estate investment trust (REIT) that owns and operates industrial properties.* Modiv Industrial, Inc., a real estate investment trust, is pursuing a merger with Global Net Lease, Inc. (GNL). The company's Board of Directors unanimously recommends that stockholders vote in favor of the Merger. A registration statement on Form S-4 (File No. 333-296382) was declared effective on June 24, 2026, and includes a proxy statement/prospectus. The proxy statement/prospectus was filed with the SEC and first mailed to Modiv stockholders on or about June 24, 2026. The special meeting of stockholders is scheduled to occur approximately two weeks from the filing date of this communication.
  https://www.sec.gov/Archives/edgar/data/1645873/0001140361-26-029271.txt
- 2026-07-29 · 425 (0001140361-26-030042): 425 - MODIV INDUSTRIAL, INC. — *Modiv Industrial, Inc. is a real estate investment trust (REIT) that owns and operates industrial properties.* Modiv Industrial, Inc., a real estate investment trust, is merging with Global Net Lease, Inc. (GNL). The special meeting of stockholders to vote on the proposed merger is scheduled for August 10, 2026. The Board of Directors of Modiv unanimously recommends that stockholders vote in favor of the merger. GNL filed a registration statement on Form S-4 (File No. 333-296382), which was declared effective on June 24, 2026, and includes a proxy statement/prospectus. The proxy statement/prospectus was filed with the SEC and first mailed to Modiv stockholders on or about June 24, 2026.
  https://www.sec.gov/Archives/edgar/data/1645873/0001140361-26-030042.txt
- 2026-08-05 · 425 (0001104659-26-091142): 425 - MODIV INDUSTRIAL, INC. — *Global Net Lease, Inc. is a real estate investment trust (REIT) that owns and operates a diversified portfolio of net-leased industrial, retail, and office properties across the United States and internationally.* Global Net Lease, Inc. (GNL) agreed to acquire Modiv Industrial, Inc. (MDV) in an all-stock merger valued at approximately $535 million enterprise value. Modiv shareholders will receive 1.975 newly-issued GNL common shares or operating partnership units for each Modiv share held at closing, representing $18.82 per Modiv share based on GNL's May 1, 2026 closing price—a 17% premium to Modiv's unaffected price on that date and 28% above Modiv's price prior to its January 20, 2026 strategic update. GNL will repay all of Modiv's outstanding debt ($250 million unsecured bank debt and $24 million mortgage debt) and redeem $42 million of Modiv Series A Preferred Stock using its Revolving Credit Facility and cash on hand, requiring no new external capital. Post-closing, existing GNL shareholders are expected to own approximately 89% and Modiv shareholders approximately 11% of the combined company. The transaction is expected to close in mid-August 2026, subject to customary closing conditions and Modiv shareholder approval.
  https://www.sec.gov/Archives/edgar/data/1645873/0001104659-26-091142.txt

## Citations
- 0001140361-26-029271 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126029271
- 0001140361-26-030042 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126030042
- 0001104659-26-091142 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926091142