Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information
set forth in the Introductory Note of this Current Report on Form 8-K (“Current Report”) is incorporated by reference in this
Item 2.01.
The Mergers
Pursuant
to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Modiv Merger (the “Modiv
Merger Effective Time”):
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 Modiv Common Stock or Modiv Preferred Stock (as defined below) owned by GNL, REIT Merger Sub or any subsidiary
of GNL, Modiv or REIT Merger Sub immediately prior to the Modiv Merger Effective Time (“Excluded Shares”), 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
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, 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”).
Pursuant
to the terms and subject to the conditions set forth in the Merger Agreement:
immediately prior to the effective time of the
OpCo Merger (the “OpCo Merger Effective Time”), each outstanding unit of Class X limited partnership interest in the
Modiv Operating Partnership immediately vested in full and converted into one unit of Class C limited partnership interest (each,
a “Class C Unit”) in the Modiv Operating Partnership; and
at the OpCo Merger Effective Time, each outstanding
Class C Unit (other than Class C Units held by GNL, Modiv, 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) 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.
As
a result of the Mergers, GNL (i) will issue approximately 20,387,757 shares of GNL Common Stock as Common Stock Merger Consideration to
former holders of Modiv Common Stock, and (ii) will pay approximately $42.3 million as Preferred Stock Merger Consideration to former
holders of Modiv Preferred Stock. GNL will fund the Preferred Stock Merger Consideration and the repayment of Modiv's outstanding
indebtedness assumed in connection with the Mergers using borrowings under GNL’s existing revolving credit facility.
The foregoing
description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete
and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to GNL’s
Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on May 4, 2026, which is incorporated
herein by reference.
GNL Operating
Partnership Agreement Amendment
On the Closing
Date, GNL adopted an amendment to GNL Operating Partnership’s Second Amended and Restated Agreement of Limited Partnership, originally
dated June 2, 2015 (as amended, the “GNL OpCo Partnership Agreement”), to, among other things, (i) require the general partner
to use commercially reasonable efforts in certain transactions to avoid causing limited partners to recognize gain for federal income
tax purposes, and (ii) grant GNL Operating Partnership the right, but not the obligation, to redeem (such right, the “OP Unit Call
Right”) any or all outstanding OP Units at certain redemption amounts in the form of cash or GNL Common Stock, at GNL’s election,
provided that the redemption of any GNL OP Units pursuant to such call right shall be made in the form of GNL Common Stock.
The foregoing
description of the GNL OpCo Partnership Agreement does not purport to be complete and is qualified in its entirety by the full text of
the GNL OpCo Partnership Agreement, which is attached hereto as Exhibit 4.1, and is incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02
Unregistered Sales of Equity Securities.
The information set forth in the Introductory
Note and Item 2.01 of this Current Report is incorporated herein by reference.
As a result of the OpCo Merger, GNL Operating Partnership will issue
approximately 4,914,528 GNL OP Units to former holders of Class C Units.
The GNL OP Units to be issued in connection with
the OpCo Merger will be issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. Holders of GNL OP Units will have the
same rights as all other holders of OP units (other than GNL and any of its wholly-owned subsidiaries) to redeem, subject to certain restrictions
and pursuant to the terms of the GNL OpCo Partnership Agreement, such GNL OP Units for cash, subject to GNL’s right to satisfy
such redemption with shares of GNL Common Stock on a one-for-one basis, adjusted as appropriate by the Conversion Factor (as such term
is defined in the GNL OpCo Partnership Agreement). GNL may redeem the GNL OP Units for GNL Common Stock pursuant to its OP Unit Call
Right.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01
Regulation FD Disclosure.
On August 13, 2026, GNL
issued a press release announcing the completion of the Mergers, a copy of which is attached hereto as Exhibit 99.1. The information set
forth in this Item 7.01 of this Current Report and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01 of this Current Report,
including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act regardless
of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements
of Modiv as of December 31, 2025 and 2024 are set forth as Exhibit 99.2 and incorporated herein by reference.
The unaudited condensed consolidated financial
statements of Modiv as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 are set forth as Exhibit 99.3 and
incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma financial information required by
this Item, with respect to the transactions described in Item 2.01 herein, will be filed by amendment to this Current Report as soon as
practicable, and in any event not later than 71 calendar days after the date on which this Current Report was required to be filed.
(d) Exhibits.
Exhibit Description
Number
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2.1* Agreement and Plan of Merger, dated as of May 3, 2026, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., Modiv Industrial, Inc., Modiv Operating Partnership, LP and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Global Net Lease, Inc. on May 4, 2026).
4.1 Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P.
99.1 Press Release, dated August 13, 2026.
99.2 Audited consolidated financial statements of Modiv Industrial, Inc. as of December 31, 2025 and 2024 and for each of the years then ended (incorporated by reference to pages F-1 through F-34 of the Annual Report on Form 10-K filed by Modiv Industrial, Inc. on March 25, 2026).
99.3 Unaudited condensed consolidated financial statements of Modiv Industrial, Inc. as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 (incorporated by reference to pages 3 through 25 of the Quarterly Report on Form 10-Q filed by Modiv Industrial, Inc. on August 11, 2026).
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Certain schedules, exhibits and similar
attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. GNL will provide a copy of such omitted materials to the SEC
or its staff upon request.