SEC Form 4 · accession 0001140361-26-032531
MODIV INDUSTRIAL, INC. · MDV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Connor Raney
Officer — CFO, GC and Secretary
Period of report
Aug 12, 2026
Accepted (ET)
Aug 12, 2026 · 4:59 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001645873
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCK, CLASS CF1,F2 | Aug 12, 2026 | D | 2,183 | — | D | 0 | D | |
| Series A Cumulative Redeemable Perpetual Preferred StockF3 | Aug 12, 2026 | D | 400 | $25.2151 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class X UnitsF4,F6 | — | Aug 12, 2026 | M | 162,500 | D | — | — | COMMON STOCK, CLASS C | 162,500 | 0 | I |
| Class C UnitsF4,F6 | — | Aug 12, 2026 | M | 162,500 | A | — | — | COMMON STOCK, CLASS C | 162,500 | 225,833 | I |
| Class C UnitsF6,F5 | — | Aug 12, 2026 | D | 225,833 | D | — | — | COMMON STOCK, CLASS C | 225,833 | 0 | I |
Explanation of responses
- F1Pursuant to the terms of an Agreement and Plan of Merger, dated as of May 3, 2026 (the "Merger Agreement"), by and among Modiv Industrial, Inc. ("Modiv"), Modiv Operating Partnership, LP (the "Modiv Operating Partnership"), Global Net Lease, Inc. ("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"), Modiv merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly owned subsidiary of GNL (the "REIT Merger"), and OpCo Merger Sub merged with and into the Modiv Operating Partnership, with the Modiv Operating Partnership continuing as the surviving entity and a wholly owned subsidiary of GNL Operating Partnership (the "OpCo Merger").
- F2At the effective time of the REIT Merger, each issued and outstanding share of Modiv's Class C common stock, $0.001 par value per share (the "Modiv Common Stock"), was converted into the right to receive 1.975 shares of GNL's common stock, par value $0.01 per share (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.
- F3At the effective time of the REIT Merger, each issued and outstanding share of Modiv's 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, was converted into the right to receive $25.215104 in cash.
- F4Immediately prior to the effective time of the OpCo Merger (the "OpCo Merger Effective Time"), each outstanding unit of Class X limited partnership interest (the "Class X Units") in the Modiv Operating Partnership immediately vested in full and converted into one unit of Class C limited partnership interest (the "Class C Units") in the Modiv Operating Partnership.
- F5At the OpCo Merger Effective Time, each outstanding Class C Unit 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.
- F6Represents securities held by a revocable trust of which the reporting person is the trustee and which was established for the benefit of the reporting person's immediate family members.