SEC Form 4 · accession 0001140361-26-032533
MODIV INDUSTRIAL, INC. · MDV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sara R Grisham
Officer — Chief Accounting Officer
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
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class X UnitsF2,F1 | — | Aug 12, 2026 | M | 40,000 | D | — | — | COMMON STOCK, CLASS C | 40,000 | 0 | D |
| Class C UnitsF2 | — | Aug 12, 2026 | M | 40,000 | A | — | — | COMMON STOCK, CLASS C | 40,000 | 40,000 | D |
| Class C UnitsF3 | — | Aug 12, 2026 | D | 40,000 | D | — | — | COMMON STOCK, CLASS C | 40,000 | 0 | D |
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").
- F2Immediately 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.
- F3At 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.