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tm2615734-1_s4.htm
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As filed with the Securities and Exchange Commission on June 1, 2026
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Global Net Lease, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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6768
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45-2771978
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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650 Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Edward M. Weil, Jr.
Chief Executive Officer and President
Global Net Lease, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
(332) 265-2020
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
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Joseph A. Herz
Win Rutherfurd
Greenberg Traurig, LLP
One Vanderbilt Avenue
New York, New York 10017
(212) 801-9200
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Jeffrey D. Marell
Ross A. Fieldston
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
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Andrew P. Campbell
Joseph Sulzbach
Ryan J. Adams
Morrison & Foerster LLP
2100 L Street, NW, Suite 900
Washington, D.C. 20037
(202) 887-1500
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Approximate date of commencement of proposed sale to the public : As soon as practicable after this registration statement on Form S-4 becomes effective and all other conditions to the proposed mergers described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.
PRELIMINARY, SUBJECT TO COMPLETION, DATED JUNE 1, 2026
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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
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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 [•], 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 [•], 2026, at [•], 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 [•], 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 [ • ], 2026 and is first being mailed to the stockholders of Modiv on or about [ • ], 2026.
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MODIV INDUSTRIAL, INC.
1500 North Grant Street #5609
Denver, CO 80203
(888) 686-6348
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [ • ], 2026
Dear Modiv Industrial, Inc. Stockholders,
NOTICE IS HEREBY GIVEN that Modiv Industrial, Inc., a Maryland corporation (“Modiv”) will hold a special meeting of stockholders (including any adjournment or postponement thereof, the “Special Meeting”) on [•], 2026, beginning at [•] Mountain Time, which will be held in a virtual-only format at www.virtualshareholdermeeting.com/MDV2026SM, to consider and vote on the following matters:
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to approve the merger of Modiv with and into GNL Motion Merger Sub, LLC (“REIT Merger Sub”), a wholly owned subsidiary of Global Net Lease, Inc. (“GNL”), with REIT Merger Sub being the surviving entity (such merger transaction, the “Modiv Merger”) pursuant to the Agreement and Plan of Merger, dated as of May 3, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among Modiv, Modiv Operating Partnership, LP, GNL, Global Net Lease Operating Partnership, L.P., REIT Merger Sub, GNL Motion OpCo Merger Sub, LLC, and the other transactions contemplated by such Merger Agreement (the “Merger Proposal”);
2.
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
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to approve the adjournment of the Special Meeting one or more times if necessary or appropriate to permit, among other things, further solicitation of proxies in favor of the Merger Proposal (the “Adjournment Proposal”).
The accompanying proxy statement/prospectus contains more detailed information about each of the proposals and attaches a copy of the Merger Agreement as Annex A. You should read the entire document carefully before you vote your shares or authorize a proxy to vote your shares. Modiv will transact no other business at the Special Meeting except as may properly come before the Special Meeting or any adjournment or postponement thereof.
Only holders of record of shares of Class C common stock, $0.001 par value per share, of Modiv (the “Modiv Common Stock”) as of the close of business on [•], 2026 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. Holders of record of Modiv’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, on the close of business on the Record Date are entitled to notice of, but may not vote at, the Special Meeting.
Your vote on these matters is very important, regardless of the number of shares of Modiv Common Stock you hold. Approval of the Merger Proposal is a condition of the Mergers. If such proposal is not approved, the Mergers and the other transactions contemplated by the Merger Agreement will not be consummated.
Approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Modiv Common Stock entitled to vote thereon; abstentions and broker non-votes, if any, by Modiv stockholders will have the same effect as a vote against this proposal. Approval of the Merger Compensation
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Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast on the respective proposal; abstentions and broker non-votes, if any, will have no impact on these proposals.
Whether you plan to attend the Special Meeting or not, we urge you to submit your proxy as early as possible to authorize how your shares will be voted at the Special Meeting. Stockholders may submit a proxy to vote their shares: (1) via the Internet; (2) by telephone by following the instructions on the proxy card; or (3) by mail, using the proxy card accompanying your proxy materials if you received a printed copy of the proxy materials by mail.
YOUR VOTE IS VERY IMPORTANT! Your prompt response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes .
In order to attend the virtual Special Meeting, vote and submit questions during the Special Meeting, please log into the virtual meeting platform at www.virtualshareholdermeeting.com/MDV2026SM, and enter the 16-digit control number. The control number can be found on the proxy card or voting instruction form. If you hold shares through a brokerage account, individual retirement account (“IRA”) or 401(k), please follow the instructions from your bank, broker or nominee included with these proxy materials or contact your bank, broker or nominee to request a control number if needed.
The Special Meeting will begin promptly at [•], Mountain Time, and online access will begin at [•], Mountain Time. We encourage you to access the Special Meeting prior to the start time.
We encourage you to read the accompanying proxy statement/prospectus in its entirety and to submit a proxy or voting instructions so that your shares will be represented and voted even if you do not attend the Special Meeting. If you have any questions or need assistance voting your shares of Modiv Common Stock, please contact our proxy solicitor:
Innisfree M&A Incorporated
500 Fifth Avenue, 21st Floor
New York, NY 10110
Stockholders may call toll-free: (877) 750-0926
Banks and Brokers may call collect: (212) 750-5833
By Order of the Board of Directors
John C. Raney
Chief Financial Officer, General Counsel and Secretary
Denver, Colorado
[•], 2026
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ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates by reference important business and financial information about GNL and Modiv from other documents that are not included in or delivered with this proxy statement/ prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:
For information related to GNL:
Global Net Lease, Inc.
650 Fifth Avenue, 30 th Floor
New York, New York 10019
(332) 265-2020
For information related to Modiv:
Modiv Industrial, Inc.
1500 North Grant Street #5609
Denver, CO 80203
(888) 686-6348
You may also contact Modiv’s proxy solicitor as follows:
Innisfree M&A Incorporated
500 Fifth Avenue, 21st Floor
New York, NY 10110
Stockholders may call toll-free: (877) 750-0926
Banks and Brokers may call collect: (212) 750-5833
Investors may also consult the websites of GNL or Modiv for more information concerning the Mergers and the other transactions described in this proxy statement/prospectus. The website of GNL is www.globalnetlease.com and the website of Modiv is www.modiv.com. Information included on these websites is not incorporated by reference into this proxy statement/prospectus.
If you would like to request any documents, please do so by [•], 2026, in order to receive them before the Special Meeting.
For more information, see “Where You Can Find More Information.”
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by GNL (File No. 333-[•]), constitutes a prospectus of GNL under Section 5 of the Securities Act with respect to the GNL Common Stock to be issued in connection with the Modiv Merger. This document also constitutes a proxy statement of Modiv under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting of Modiv stockholders, at which holders of Modiv Common Stock will be asked to vote upon certain proposals to approve the Merger Agreement, including the Modiv Merger, and/or other related matters.
You should rely only on the information contained or incorporated by reference into this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [•], 2026. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than the date on the front cover of those documents. Neither the mailing of this proxy statement/prospectus to Modiv stockholders nor the issuance of GNL Common Stock in connection with the Mergers will create any implication to the contrary.
This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/ prospectus regarding GNL has been provided by GNL and information contained in this proxy statement/ prospectus regarding Modiv has been provided by Modiv.
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CERTAIN DEFINED TERMS
The following terms are used throughout this proxy statement/prospectus. Unless stated otherwise, the terms set forth below, whenever used in this proxy statement/prospectus, have the following meanings:
“Adjournment Proposal” means the 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.
“Closing Date” means the date on which the closing of the Mergers actually occurs.
“Code” means the Internal Revenue Code of 1986, as amended.
“Combined Company” means GNL and its subsidiaries after the effective time of the Mergers.
“DLLCA” means the Delaware Limited Liability Company Act.
“DRULPA” means the Delaware Revised Uniform Limited Partnership Act.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Ratio” means the right to receive 1.975 shares of GNL Common Stock for each share of Modiv Common Stock.
“Excluded Shares” means 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 Units” means any unit of limited partnership interest in the Modiv Operating Partnership held by Modiv, GNL, GNL Operating Partnership, the REIT Merger Sub, OpCo Merger Sub or any of their respective wholly owned subsidiaries immediately prior to the OpCo Merger Effective Time.
“GAAP” means generally accepted accounting principles as applied in the United States.
“GNL” means Global Net Lease, Inc., a Maryland corporation.
“GNL Board” means the board of directors of GNL.
“GNL Bylaws” means the Third Amended and Restated Bylaws of GNL.
“GNL Charter” means the corporate charter of GNL represented by the Articles of Restatement of GNL, as amended, restated, supplemented or corrected from time to time.
“GNL Common Stock” means the common stock of GNL, par value $0.01 per share.
“GNL Operating Partnership” means Global Net Lease Operating Partnership, L.P., a Delaware limited partnership.
“GNL OpCo Partnership Agreement” means the GNL Operating Partnership’s Second Amended and Restated Agreement of Limited Partnership, originally dated June 2, 2015, as amended.
“GNL Parties” means GNL, GNL Operating Partnership, REIT Merger Sub and OpCo Merger Sub.
“Merger Agreement” means the Agreement and Plan of Merger, dated as of May 3, 2026, by and among GNL, Modiv, GNL Operating Partnership, Modiv Operating Partnership, REIT Merger Sub and OpCo Merger Sub, as it may be amended from time to time, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference.
“Merger Compensation Proposal” means the 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.
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“Merger Proposal” means the proposal to approve the Modiv Merger, pursuant to the terms of the Merger Agreement, and the other transactions contemplated by the Merger Agreement.
“Mergers” means the Modiv Merger and the OpCo Merger.
“MGCL” means the Maryland General Corporation Law.
“Modiv” means Modiv Industrial, Inc., a Maryland corporation.
“Modiv Board” means the board of directors of Modiv.
“Modiv Bylaws” means the Second Amended and Restated Bylaws of Modiv.
“Modiv Charter” means the Articles of Amendment and Restatement of Modiv, as amended, restated, supplemented or corrected from time to time.
“Modiv Common Stock” means the Class C common stock, par value $0.001 per share, of Modiv.
“Modiv Common Stock Merger Consideration” means the GNL Common Stock to be issued to holders of Modiv Common Stock at the Exchange Ratio.
“Modiv Merger” means the merger of Modiv with and into REIT Merger Sub.
“Modiv Merger Effective Time” means the effective time of the Modiv Merger.
“Modiv Operating Partnership” means Modiv Operating Partnership, LP, a Delaware limited partnership.
“Modiv Operating Partnership Class C Units” or “Class C Units” means units of Class C limited partnership interests in the Modiv Operating Partnership.
“Modiv Operating Partnership Class X Units” or “Class X Units” means units of Class X limited partnership interests in the Modiv Operating Partnership.
“Modiv Parties” means Modiv and Modiv Operating Partnership.
“Modiv Preferred Stock” means the 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, of Modiv.
“Modiv Preferred Stock Merger Consideration” means 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, for each share of Modiv Preferred Stock.
“Modiv Stockholder Approval” means the affirmative vote of the holders of Modiv Common Stock entitled to cast a majority of all of the votes entitled to be cast on the Modiv Merger.
“NYSE” means the New York Stock Exchange.
“OP Unit” has the meaning ascribed to it in the GNL OpCo Partnership Agreement.
“OpCo Merger” means the merger of OpCo Merger Sub with and into Modiv Operating Partnership.
“OpCo Merger Effective Time” means the effective time of the OpCo Merger.
“OpCo Merger Sub” means GNL Motion OpCo Merger Sub, LLC, a Delaware limited liability company.
“OpCo Unit Merger Consideration” means the OP Units to be issued to holders of Class C Units of Modiv Operating Partnership at the Exchange Ratio.
“Outside Date” means February 3, 2027.
“Record Date” means the record date for the Special Meeting, which is the close of business on [•], 2026.
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“REIT” means a real estate investment trust for U.S. federal income tax purposes.
“REIT Merger Sub” means GNL Motion Merger Sub, LLC, a Delaware limited liability company.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“Special Meeting” means the special meeting of Modiv’s stockholders to be held on [•], 2026 in connection with the Mergers and related transactions, including any adjournment or postponement thereof.
“Truist” or “Truist Securities” means Truist Securities, Inc., financial advisor to Modiv.
“U.S.” means United States.
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Page
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QUESTIONS AND ANSWERS
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1
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SUMMARY
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11
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RISK FACTORS
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21
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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33
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PARTIES TO THE MERGERS
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35
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THE MERGERS
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37
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THE MERGER AGREEMENT
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62
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
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90
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THE SPECIAL MEETING
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118
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PROPOSAL 1: THE MERGER PROPOSAL
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122
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PROPOSAL 2: THE MERGER COMPENSATION PROPOSAL
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123
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PROPOSAL 3: THE ADJOURNMENT PROPOSAL
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124
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COMPARATIVE MARKET PRICE DATA AND IMPLIED VALUE OF MERGER CONSIDERATION
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125
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
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126
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DESCRIPTION OF CAPITAL STOCK
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141
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COMPARISON OF RIGHTS OF STOCKHOLDERS OF GNL AND MODIV
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196
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LEGAL MATTERS
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203
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EXPERTS
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204
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STOCKHOLDER PROPOSALS AND NOMINATIONS FOR MODIV
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205
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HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS
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206
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WHERE YOU CAN FIND MORE INFORMATION
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207
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ANNEX A — MERGER AGREEMENT
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A-1
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ANNEX B — OPINION OF TRUIST SECURITIES, INC.
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B-1
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QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING
The following are answers to some questions that you, as a stockholder of Modiv, may have regarding the proposed transactions between GNL, Modiv, GNL Operating Partnership, Modiv Operating Partnership, REIT Merger Sub and OpCo Merger Sub, and the other matters being considered at the Special Meeting. Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us” and “our” refer to Modiv. You are encouraged to carefully read this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Mergers and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus.
Q:
What are the Mergers?
A:
Modiv and GNL have entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Modiv will merge with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly owned subsidiary of GNL, and OpCo Merger Sub will merge with and into Modiv Operating Partnership, with Modiv Operating Partnership continuing as the surviving entity. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.
At the Modiv Merger Effective Time, each issued and outstanding share of Modiv Common Stock, other than any Excluded Shares, will be automatically converted into the right to receive 1.975 shares of GNL Common Stock, and each share of Modiv Preferred Stock, 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 Closing Date.
Immediately prior to the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding Class X Unit in the Modiv Operating Partnership will immediately vest in full and be converted into one Class C Unit 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 GNL OP Units, plus the right to receive cash in lieu of any fractional GNL OP Units, if any, without interest.
Immediately following the consummation of the Mergers, based on the shares of Modiv Common Stock and GNL Common Stock outstanding as of the record date, current GNL stockholders and current Modiv stockholders are expected to hold approximately 89% and 11% of the issued and outstanding shares of common stock of the Combined Company, respectively.
Q:
What happens if the market price of shares of Modiv Common Stock or GNL Common Stock changes before the closing of the Mergers?
A:
No change will be made to the Exchange Ratio if the market price of shares of Modiv Common Stock or GNL Common Stock changes before the Modiv Merger Effective Time. As a result, the market value of the consideration to be received by Modiv stockholders in the Modiv Merger and Modiv Operating Partnership unitholders in the OpCo Merger will increase or decrease depending on the market price of shares of GNL Common Stock at the Modiv Merger Effective Time.
Q:
What happens if the market price of shares of Modiv Preferred Stock changes before the Modiv Merger Effective Time?
A:
If the market price of shares of Modiv Preferred Stock changes before the Modiv Merger Effective Time, no change will be made and each share of Modiv Preferred Stock will be exchanged for the right to receive an amount of cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to, but not including, the Closing Date.
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Q:
Will fractional shares or units be issued?
A:
No. If the aggregate number of shares of GNL Common Stock or GNL OP Units that you are otherwise entitled to receive as part of the merger consideration includes a fraction of a share of GNL Common Stock or a GNL OP Unit, you will receive cash in an amount equal to and in lieu of the fractional share or unit. See “ The Merger Agreement — Treatment of Fractional Shares ” beginning on page 64 of this proxy statement/prospectus.
Q:
Why am I receiving this Proxy Statement/Prospectus?
A:
The Mergers cannot be completed unless, among other conditions, the holders of Modiv Common Stock vote to approve the Merger Proposal. Subject to the terms of the Merger Agreement, Modiv will hold a special meeting of its stockholders to obtain approval for the Merger Proposal. This proxy statement/prospectus contains important information about the Mergers, and you should read it carefully. It is a proxy statement because the Modiv Board is soliciting proxies from Modiv’s stockholders. It is a prospectus because GNL will issue shares of GNL Common Stock in connection with the Modiv Merger.
Your vote is very important. Modiv encourages you to authorize a proxy to vote your shares of Modiv Common Stock as promptly as possible. The Mergers cannot be completed without the approval of the Merger Proposal. The enclosed voting materials allow you to authorize a proxy to vote your shares without attending the Special Meeting.
Q:
Why is Modiv proposing the Mergers?
A:
The Modiv Board believes that the Mergers will provide a number of significant benefits and opportunities that are in the best interests of Modiv and its stockholders. For more information regarding key factors the Modiv Board considered in determining to recommend that Modiv stockholders approve the Modiv Merger and the other transactions contemplated bythe Merger Agreement, see “ The Mergers — Modiv’s Board Recommendations and Reasons for the Mergers ” beginning on page 44 of this proxy statement/prospectus.
Q:
Will Modiv continue to pay regular dividends prior to the closing of the Mergers?
A:
Modiv will be permitted to declare and pay (i) with respect to the Modiv Common Stock, its regular monthly dividends in an amount not to exceed $0.10 per share of Modiv Common Stock per month and (ii) with respect to the Modiv Preferred Stock, its regular quarterly dividends in an amount not to exceed $0.461 per share of Modiv Preferred Stock per quarter.
Q:
Do any of Modiv’s directors or executive officers have interests in the Mergers that are in addition to or may differ from those of Modiv stockholders?
A:
Modiv’s directors and executive officers have interests in the Mergers that are different from, or in addition to, the interests of other Modiv stockholders. The members of the Modiv Board were aware of and considered these interests, among other matters, in evaluating the Merger Agreement and the Mergers, and in recommending that Modiv stockholders vote “FOR” the Merger Proposal. See “ The Mergers — Interests of Modiv Directors and Executive Officers in the Mergers ” beginning on page 57 of this proxy statement/prospectus.
Q:
Are there risks associated with the Mergers that I should consider in deciding how to vote?
A:
Yes. There are a number of risks related to the Mergers that are discussed in this proxy statement/ prospectus in the section entitled “ Risk Factors ” beginning on page 21 , as well as the risk factors that appear in the documents incorporated by reference into this proxy statement/prospectus.
Q:
Will my rights as a Modiv stockholder change as a result of the Modiv Merger?
A:
Yes. Modiv stockholders will have different rights following the Modiv Merger, if it is consummated,
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due to differences between the governing documents of GNL and Modiv. For more information, see the section entitled “ Comparison of Rights of Stockholders of GNL and Modiv ” beginning on page 196 of this proxy statement/prospectus.
Currently, shares of GNL Common Stock are listed on the NYSE and shares of Modiv Common Stock and Modiv Preferred Stock are listed on the NYSE. Following completion of the Mergers, the shares of GNL Common Stock will continue to be listed on the NYSE and the Modiv Common Stock and Modiv Preferred Stock will be delisted from the NYSE and deregistered under the Exchange Act. GNL will apply to have the new shares of GNL Common Stock issued as consideration in the Modiv Merger listed on the NYSE prior to the Modiv Merger Effective Time, subject to official notice of issuance.
Q:
Will Modiv stockholders have to pay U.S. federal income taxes as a result of the Modiv Merger?
A:
The Modiv Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. The obligation of Modiv and GNL to complete the Modiv Merger is conditioned upon the receipt of an opinion from Morrison & Foerster LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP, dated as of the Closing Date, to the effect that the Modiv Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the Modiv Merger so qualifies:
•
U.S. holders (as defined in “ Material U.S. Federal Income Tax Consequences ”) of shares of Modiv Common Stock that receive shares of GNL Common Stock are not expected to recognize gain or loss as a result of the Modiv Merger (except with respect to the receipt of cash in lieu of fractional shares of GNL Common Stock); and
•
non-U.S. holders (as defined in “ Material U.S. Federal Income Tax Consequences ”) generally will be treated in the same manner as a U.S. holder, as described above, except that any amounts treated as capital gain generally will not be subject to U.S. federal income tax unless (i) such gain is “effectively connected” with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, is also attributable to a permanent establishment maintained by the non-U.S. holder in the United States), (ii) the non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year in which the gain is recognized and certain other conditions are satisfied, or (iii) the non-U.S. holder’s Modiv Common Stock constitutes a “U.S. real property interest” within the meaning of the Foreign Investment in Real Property Tax Act of 1980.
You should read “ Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Modiv Merger ” for a more detailed discussion of the material U.S. federal income tax consequences. Tax matters can be complicated and the tax consequences of the Modiv Merger to any particular holder of Modiv Common Stock will depend on such holder’s particular facts and circumstances. You should consult your own tax advisor to determine the particular tax consequences (including the applicability and effect of any state, local or non-U.S. income and other tax laws) to you of the Modiv Merger and the ownership and disposition of GNL Common Stock received in the Modiv Merger.
Q:
Are there any conditions to the closings of the Mergers that must be satisfied for the Mergers to be completed?
A:
In addition to the approval by Modiv common stockholders of the Merger Proposal at the Special Meeting, there are a number of customary conditions that must be satisfied or waived for the Mergers to be consummated. For a description of all the conditions to the Mergers, see the section entitled “ The Merger Agreement — Conditions to Completion of the Mergers ” beginning on page 80 of this proxy statement/prospectus.
Q:
When do the parties anticipate completing the Mergers?
A:
Modiv and GNL anticipate completing the Mergers as soon as reasonably practicable following
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satisfaction of all the required conditions set forth in the Merger Agreement. If Modiv’s common stockholders approve the Merger Proposal at the Special Meeting, and if the other conditions to closing the Mergers are satisfied or waived, then currently Modiv and GNL anticipate that the Mergers will be completed in the third quarter of 2026. However, there is no guarantee that the conditions to closing the Mergers will be satisfied or that the Mergers will close.
Q:
If I am a Modiv stockholder and the Modiv Merger is consummated, how will my receipt of GNL Common Stock in exchange for my Modiv Common Stock be recorded? Will I have to take any action in connection with the recording of such ownership of GNL Common Stock?
A:
Pursuant to the Merger Agreement, as soon as practicable following the Modiv Merger Effective Time, GNL will cause the exchange agent in connection with the Modiv Merger to record the issuance on the stock records of GNL of the amount of GNL Common Stock equal to the merger consideration that is issuable to each holder of Modiv Common Stock. If the Modiv Merger is consummated, you will not have to take any action in connection with the recording of your ownership of GNL Common Stock.
Q:
When and where will the Special Meeting be held?
A:
The Special Meeting will be held virtually via live webcast beginning at [•], Mountain Time on [•], 2026. You will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/MDV2026SM. Please note that you will not be able to attend the Special Meeting physically in person.
Q:
Who can vote at and attend the Special Meeting?
A:
All holders of record of Modiv Common Stock as of the Record Date, which was the close of business on [•], 2026, are entitled to receive notice of and attend and vote at the Special Meeting or any postponement or adjournment of the Special Meeting. Each holder of Modiv Common Stock is entitled to one vote on each matter presented at the Special Meeting for each share of Modiv Common Stock that such holder owned as of the Record Date.
Q:
What happens if I sell my shares of Modiv Common Stock after the record date but before the closing of the Mergers?
A.
In order to receive the Modiv Common Stock Merger Consideration, you must hold your shares of Modiv Common Stock immediately prior to the Modiv Merger Effective Time. Consequently, if you transfer your shares of Modiv Common Stock before the Modiv Merger Effective Time, you will have transferred your right to receive the Modiv Common Stock Merger Consideration in respect of those shares. If you are a holder of record of Modiv Common Stock on the record date and transfer those shares after the record date but prior to the Modiv Merger Effective Time, you will retain the right to vote at the Special Meeting but will not have the right to receive the Modiv Common Stock Merger Consideration with respect to the shares so transferred.
Q:
Do holders of Modiv Preferred Stock have a right to vote at the Special Meeting?
A:
No. Holders of record of Modiv Preferred Stock on the Record Date are entitled to notice of, but may not vote at, the Special Meeting.
Q:
What vote of Modiv stockholders is required to approve the Merger Proposal?
A:
Approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Modiv Common Stock entitled to vote thereon. Because the required vote for the Merger Proposal is based on the number of votes that Modiv common stockholders are entitled to cast rather than on the number of votes actually cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting “AGAINST” the Merger Proposal.
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Q:
What vote of Modiv stockholders is required to approve the Merger Compensation Proposal?
A:
Approval of the Merger Compensation Proposal, which is a non-binding, advisory vote, requires the affirmative vote of a majority of the votes cast on the Merger Compensation Proposal. For the purpose of the Merger Compensation Proposal, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have no effect on the Merger Compensation Proposal.
Q:
What vote of Modiv stockholders is required to approve the Adjournment Proposal?
A:
Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on Adjournment Proposal. For the purpose of this proposal, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have no effect on the proposal. Pursuant to the Modiv Bylaws, the chair of the meeting may also adjourn the Special Meeting from time to time without the approval of the stockholders, subject to the terms of the Merger Agreement.
Q:
What happens if the Mergers are not completed?
A:
If the Merger Proposal is not approved by Modiv’s stockholders, or if the Mergers are not completed for any other reason, Modiv’s stockholders will not have their shares of Modiv Common Stock converted into GNL Common Stock, or their Modiv Preferred Stock converted into the right to receive cash, and Modiv Operating Partnership unitholders will not have their Class X Units converted into Class C Units and Modiv Operating Partnership unitholders of Class C Units will not be converted into the right to receive GNL OP Units. Instead, Modiv would remain an independent public company, and the Modiv Common Stock and Modiv Preferred Stock would continue to be registered under the Exchange Act and listed and traded on the NYSE. Upon a termination of the Merger Agreement, under certain circumstances, Modiv will be required to pay GNL a termination fee. In certain other circumstances, GNL will be required to pay Modiv a termination fee upon termination of the Merger Agreement. For further information regarding such termination fees, see the section entitled “ The Merger Agreement — Termination Fee Payable by Modiv” and “The Merger Agreement — Termination Fee Payable by GNL” .
Q:
Are Modiv stockholders entitled to appraisal or dissenters’ rights?
A:
No. Stockholders of Modiv are not entitled to exercise appraisal or dissenters’ rights in connection with the Modiv Merger.
Q:
How can I vote without attending the Special Meeting?
A:
After you carefully read and consider the information provided in this proxy statement/prospectus, including the annexes, you can vote your shares without attending the Special Meeting by submitting a proxy in advance of the Special Meeting to authorize your shares to be voted at the Special Meeting. Stockholders have the following options for authorizing the casting of their votes by proxy:
•
By Internet — You can authorize a proxy to vote your shares over the Internet by following the instructions on the enclosed proxy card;
•
By Mail — If you received your proxy materials by mail, you can authorize a proxy to vote your shares by filling out the accompanying proxy card and returning it to our tabulation agent in the enclosed return envelope; or
•
By Telephone — You can authorize a proxy to vote your shares by telephone by following the instructions on the proxy card.
Please refer to your proxy card or voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available to you. Under NYSE rules, all of the proposals in this proxy statement/prospectus are non-routine matters. As a result, brokers may not vote uninstructed shares on any proposal at the Special Meeting. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at a meeting, but the broker, bank or other nominee has
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not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own Modiv Common Stock through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, since brokers, banks and other nominees do not have discretionary voting authority with respect to any of the proposals described in this proxy statement. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your shares.
Stockholders may generally vote via the Internet or by telephone until 11:59 p.m., Eastern Time, on [•], 2026 or our tabulation agent must receive paper proxy cards by the date and time of the Special Meeting. However, voting deadlines may vary depending on how you hold your shares of Modiv Common Stock, so please carefully review the specific instructions provided on your proxy card or voting instruction form.
Q:
How can I vote during the Special Meeting?
A:
Even if you currently plan to attend the Special Meeting, we recommend that you submit your proxy or voting instructions in advance as described above to ensure that your vote will be counted if you later decide not to attend the Special Meeting.
During the Special Meeting, you may vote your shares of Modiv Common Stock held in your name as the stockholder of record.
If you own Modiv Common Stock through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, since brokers, banks and other nominees do not have discretionary voting authority with respect to any of the proposals described in this proxy statement. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your shares. If you hold your shares through a broker, bank or other nominee and wish to vote at the Special Meeting, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days).
Q:
What happens if I abstain from voting or fail to vote?
A:
With respect to the Merger Proposal, if you abstain from voting, fail to cast your vote at the Special Meeting or by proxy or if you hold your shares in “street name” and fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal. With respect to the Merger Compensation Proposal and the Adjournment Proposal, a failure to vote or provide voting instructions will not have any effect on the outcome of such proposals.
Q:
What constitutes a quorum?
A:
A quorum consists of the presence virtually or by proxy of the holders of Modiv Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting. There must be a quorum present in order for the Special Meeting to be a duly held meeting at which business can be conducted. If you submit your proxy, even if you abstain from voting, then you will still be considered part of the quorum. Broker non-votes if any, will be included in determining whether a quorum is present. A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in the name of a broker, bank or other nominee, the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner of the shares. Because all of the proposals to be voted on at the Special Meeting are “non-routine” matters, brokers, banks and other nominees will not have authority to vote on any proposals unless instructed, so Modiv does not expect there to be any broker non-votes at the Special Meeting.
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Q:
What am I being asked to consider and vote on at the Special Meeting?
A:
At the Special Meeting, Modiv’s stockholders will be asked to consider and vote on the following proposals:
•
Merger Proposal — to approve the Modiv Merger, pursuant to the terms of the Merger Agreement, and the other transactions contemplated by the Merger Agreement;
•
Merger Compensation 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; and
•
Adjournment Proposal — to approve the adjournment of the Special Meeting one or more times if necessary or appropriate to permit, among other things, further solicitation of proxies in favor of the Merger Proposal.
Q:
How does the Modiv Board recommend that Modiv’s stockholders vote?
A:
The Modiv Board unanimously recommends that Modiv’s stockholders vote “FOR” each of the proposals to be considered at the Special Meeting.
Q:
How will proxy holders vote my Modiv Common Stock?
A:
If you properly authorize a proxy prior to the Special Meeting, your shares will be voted as you direct. If you authorize a proxy but no direction is otherwise made, your shares will be voted “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal. Pursuant to the Modiv Bylaws and Maryland law, only the matters set forth in the notice of special meeting may be brought before the Special Meeting.
Q:
Can I revoke my proxy or change my vote after I have delivered my proxy?
A:
Yes. If you own Modiv Common Stock as a record holder on the Record Date, you may revoke a previously authorized proxy at any time before it is exercised by filing with Modiv’s corporate secretary a notice of revocation or a duly authorized proxy bearing a later date or by attending and voting at the Special Meeting. Attendance at the Special Meeting will not, in itself, constitute revocation of a previously authorized proxy. If you have instructed a broker, bank or other nominee to vote your shares, the foregoing options for changing your vote do not apply and instead you must follow the instructions received from your broker, bank or other nominee to change your vote.
Q:
How can I vote my shares held in a brokerage, IRA or 401(k) plan account?
A:
If your shares are held in a brokerage, IRA or 401(k) plan account, you will receive a request for voting instructions with respect to the shares allocated to each of your brokerage or plan accounts. You are entitled to direct the custodian or plan trustee of your account on how to vote your shares at the Special Meeting. Proxies properly submitted via the Internet, by mail or by telephone or pursuant to your voting instruction card will be voted at the Special Meeting in accordance with your directions. If you do not indicate a choice or return the voting instruction card, the broker, bank or other nominee will determine if it has the discretionary authority to vote on each matter. Under applicable law and NYSE rules and regulations, brokers have the discretion to vote on routine matters.
The Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal are non-routine matters. You must follow the directions specified by your broker, bank, financial advisor, or other nominee to provide voting instructions for them to vote your shares at the Special Meeting. Your failure to so provide voting instructions will have the same effect as a vote against the Merger Proposal but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal, assuming a quorum is present.
Q:
What does it mean if I receive more than one set of voting materials for the Special Meeting?
A:
You may receive more than one set of proxy materials for the Special Meeting. For example, if you
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consented to electronic delivery of our proxy materials, you may receive multiple e-mails containing our proxy materials if your shares are registered in more than one name or held in more than one account (such as a brokerage, 401(k) or IRA account). If you did not consent to electronic delivery of our proxy materials, you may receive more than one set of proxy materials in the mail if your shares are registered in more than one name or held in more than one account. Please respond as soon as possible to each and every request for a proxy or voting instructions you receive to ensure all of your shares are voted at the Special Meeting.
Q:
Will a proxy solicitor be used?
A:
Yes.
Modiv has contracted with Innisfree M&A Incorporated (“Innisfree”) to assist Modiv in the distribution of proxy materials and the solicitation of proxies. Modiv expects to pay fees to [•] of approximately $[•] to solicit proxies, plus additional fees and expenses for other services related to this proxy solicitation, including the review of proxy materials, dissemination of brokers’ search cards, distribution of proxy materials, operation of online and telephone voting systems, and receipt of executed proxies.
Q:
Do Modiv Operating Partnership unitholders have a right to vote on the Mergers?
A:
No. Modiv Operating Partnership unitholders do not have the right to vote on the Mergers under the terms set forth in the Fourth Amended and Restated Limited Partnership Agreement of Modiv Operating Partnership.
Q:
If I hold my shares at Broadridge Investor Communication Solutions, Inc. (“Broadridge”), how do I vote?
A:
If your shares of Modiv Common Stock are registered directly in your name with Modiv’s transfer agent, Broadridge, you are considered, with respect to those shares, to be the stockholder of record. If you are a stockholder of record, then this proxy statement/prospectus and your proxy card have been sent directly to you by Modiv. There are four ways to vote if you are a holder of record of Modiv Common Stock entitled to vote at the Special Meeting:
•
By Internet : You can authorize a proxy to vote your shares over the Internet by following the instructions on the enclosed proxy card.
•
By Telephone: You can authorize a proxy to vote your shares by telephone by following the instructions on the proxy card.
•
By Mail : If you received your proxy materials by mail, you can authorize a proxy to vote your shares by filling out the accompanying proxy card and returning it to our tabulation agent in the enclosed return envelope.
•
At the Special Meeting : You may vote your shares of Modiv Common Stock virtually. You will be asked to provide the 16-digit control number from your proxy card.
Although we offer multiple voting methods, we encourage you to vote over the Internet or by telephone as we believe they are the most cost-effective and timely methods. We also recommend that you vote as soon as possible, even if you are currently planning to attend the Special Meeting to ensure your shares are represented at the Special Meeting if you later decide not to attend the Special Meeting.
Q:
If I hold my shares at Broadridge, will that change after the Mergers?
A:
Yes. Equiniti Trust Company, LLC (a/k/a EQ Shareowner Services) is the transfer agent for GNL and your shares will be held by them unless you transfer your shares to your brokerage account.
Q:
Will GNL pay monthly dividends?
A:
No. GNL pays dividends on a quarterly basis to holders of record of GNL Common Stock during the first month of each quarter (January, April, July and October). GNL’s current quarterly dividend is $0.19 per share, or $0.76 per year, on GNL Common Stock. Based on the Exchange Ratio of 1.975 shares
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of GNL Common Stock for each share of Modiv Common Stock, that is equivalent to $1.50 per year, representing a 25% increase over Modiv’s current annual dividends of $1.20 per share of Modiv Common Stock.
Q:
What is the tax basis of my shares if I decide to sell after the Mergers?
A:
Assuming the Modiv Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes, as discussed above, you will have an aggregate tax basis in the shares of GNL Common Stock you receive (including any fractional share deemed received and redeemed for cash) equal to your aggregate tax basis in your shares of Modiv Common Stock surrendered pursuant to the Modiv Merger. You should read the discussion under the heading “ Material U.S. Federal Income Tax Consequences ” for a more detailed discussion of the material U.S. federal income tax consequences to you of the Modiv Merger and the consequences of owning and disposing of GNL Common Stock.
Q:
Will GNL dividend distributions be characterized as all tax-deferred return of capital, as were Modiv’s dividend distributions in 2025?
A:
It is not possible to say at this time. Similar to Modiv’s dividend distributions in 2025, GNL’s dividend distributions in 2025 were all characterized as tax-deferred return of capital; however, the characterization of dividend distributions for U.S. federal income tax purposes in prior years does not ensure the same treatment in subsequent taxable years. In general, distributions (including any deemed distributions) that GNL makes to its shareholders out of current or accumulated earnings and profits that GNL does not designate as “capital gain dividends” or “qualified dividend income” will be treated as dividends taxable as ordinary income when actually or constructively received. Distributions in excess of GNL’s current and accumulated earnings and profits are treated first as a tax-deferred return of capital to the shareholder, reducing its tax basis in such shares of GNL Common Stock by the amount of such distribution, but not below zero. Distributions in excess of GNL’s current and accumulated earnings and profits and in excess of a shareholder’s adjusted tax basis in its shares of GNL Common Stock will be taxable as capital gain. However, GNL’s earnings and profits (i) are not determinable generally for the purpose of allocating to distributions made throughout the taxable year until the end of the taxable year, (ii) will be impacted by the addition of Modiv’s assets to GNL as a result of the Mergers, and (iii) will be allocated first to any distributions made on GNL preferred stock during the taxable year.
Q:
Will I receive an IRS Form 1099-DIV (for holders of Modiv Common Stock) from Modiv or Schedule K-1 (for holders of Class C Units or Class X Units in the Modiv Operating Partnership) from Modiv Operating Partnership for the period prior to the Closing Date, in addition to an IRS Form 1099-DIV from GNL or a Schedule K-1 from GNL Operating Partnership for the period after the Closing Date?
A:
Yes. If you are a holder of Modiv Common Stock, it is expected that you will receive a separate IRS Form 1099-DIV from Modiv with respect to distributions on Modiv Common Stock prior to the Mergers and from GNL with respect to distributions on GNL Common Stock subsequent to the Mergers. However, if you are a holder of Class C Units or Class X Units in the Modiv Operating Partnership, because the OpCo Merger will result in the continuation of the Modiv Operating Partnership for U.S. federal income tax purposes (despite your receipt of GNL Operating Partnership Units in the OpCo Merger), you should expect to receive one Schedule K-1 reporting your share of the partnership’s income, deductions, credits, etc. for the full taxable year.
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Q:
Who can answer my questions?
A:
If you have any questions about the Mergers or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card (or voting instruction form, if applicable), you should contact Modiv at:
Modiv Industrial, Inc.
1500 North Grant Street #5609
Denver, CO 80203
(888) 686-6348
management@modiv.com
You may also contact Innisfree, our proxy solicitor, as follows:
Innisfree M&A Incorporated
500 Fifth Avenue, 21st Floor
New York, NY 10110
Stockholders may call toll-free: (877) 750-0926
Banks and Brokers may call collect: (212) 750-5833
If your broker holds your shares, you should also contact your broker for additional information.
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SUMMARY
This summary highlights selected information contained in this proxy statement/prospectus and does not contain all the information that may be important to you. GNL and Modiv urge you to read carefully this proxy statement/prospectus in its entirety, including the annexes and exhibits hereto. Additional important information, which GNL and Modiv also urge you to read, is contained in the documents included as annexes to, and incorporated by reference into, this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 207 .
The Parties to the Mergers
Global Net Lease, Inc. and Global Net Lease Operating Partnership, L.P. (See page 35 )
GNL is an internally managed REIT that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S. and Western and Northern Europe.
As of March 31, 2026, GNL owned 809 properties consisting of 40.3 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 5.9 years. Based on the percentage of annualized rental income on a straight-line basis as of March 31, 2026, approximately 74% of GNL’s properties were located in the U.S. and Canada and approximately 26% were located in Europe. In addition, as of March 31, 2026, GNL’s portfolio was comprised of 47% Industrial & Distribution properties, 27% Retail properties and 26% Office properties. The percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of March 31, 2026. The straight-line rent includes amounts for tenant concessions.
GNL maintains its principal executive office at 650 Fifth Avenue, 30th Floor, New York, New York 10019. GNL’s Investor Relations telephone number is (332) 265-2020.
GNL Common Stock is publicly traded on the NYSE, under the ticker symbol “GNL.”
Additional information about GNL is included in documents incorporated by reference in this proxy statement/prospectus. See “ Where You Can Find More Information ” beginning on page 207 .
Modiv Industrial, Inc. (See page 35 )
Modiv is an internally-managed Maryland corporation that acquires, owns and manages a portfolio of single-tenant net-lease properties throughout the U.S., with a focus on critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. Modiv also owned three non-core, legacy retail and office real estate properties as of March 31, 2026. Modiv seeks to provide investors access to MOnthly DIVidends through a durable portfolio of real estate investments designed to generate both current income and long-term growth. Modiv has operated as a REIT beginning with the year ended December 31, 2016.
Modiv’s principal executive offices are located at 1500 North Grant Street #5609, Denver, CO 80203. Modiv’s telephone number is (888) 686-6348.
The Modiv Common Stock and Modiv Preferred Stock are listed on the NYSE under the symbols “MDV” and “MDV.PA”, respectively.
Additional information about Modiv is included in documents incorporated by reference in this proxy statement/prospectus. See “ Where You Can Find More Information ” beginning on page 207 .
Modiv Operating Partnership, LP (See page 35 )
Modiv Operating Partnership is a Delaware limited partnership through which Modiv owns substantially all of its assets and conducts substantially all of its business as a result of Modiv’s structure as an umbrella partnership REIT, commonly referred to as an “UPREIT.” As of March 31, 2026, Modiv owned approximately 81% of the partnership interest in the Modiv Operating Partnership. As the sole general partner of the Modiv Operating Partnership, Modiv generally has the exclusive power under the Fourth
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Amended and Restated Limited Partnership Agreement of Modiv Operating Partnership to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners.
GNL Motion Merger Sub, LLC (See page 35 )
REIT Merger Sub was formed solely for the purpose of effecting the Modiv Merger and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.
GNL Motion OpCo Merger Sub, LLC (See page 36 )
OpCo Merger Sub was formed solely for the purpose of effecting the OpCo Merger and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.
Risk Factors (See Page 21 )
Before voting at the Special Meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement/prospectus, as well as the specific factors under the heading “ Risk Factors ” beginning on page 21 , including the risks that:
•
the Mergers are subject to a number of conditions and may not be completed on the terms or timeline currently contemplated, or at all;
•
the Exchange Ratio is fixed and will not be adjusted in the event of any change in the stock prices of either GNL or Modiv;
•
GNL and Modiv common stockholders will be diluted by the Modiv Merger;
•
provisions in the Merger Agreement could discourage a potential competing acquiror of Modiv;
•
the pendency of the Mergers could adversely affect the business and operations of GNL and Modiv;
•
certain directors and executive officers of Modiv may have different interests in seeing the Mergers completed than stockholders of Modiv;
•
the Mergers are not consummated by February 3, 2027, resulting in either GNL or Modiv terminating the Merger Agreement;
•
the Modiv Merger fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Code;
•
an adverse litigation outcome relating to the Merger Agreement, or the transactions contemplated thereby, has a material adverse impact on GNL’s or Modiv’s businesses or their ability to consummate the Mergers;
•
GNL expects to incur substantial costs in connection with the Mergers and the transactions contemplated by the Merger Agreement;
•
GNL and Modiv may be unable to successfully integrate their businesses in order to realize the anticipated synergies and related benefits of the Mergers;
•
GNL may not effectively manage its expanded operations following the Mergers;
•
the trading prices of shares of GNL Common Stock following the Mergers may be affected by factors different from those affecting the price of shares of GNL Common Stock, Modiv Common Stock and Modiv Preferred Stock before the Mergers;
•
GNL’s anticipated levels of indebtedness will increase upon completion of the Mergers;
•
GNL may incur adverse tax consequences if GNL or Modiv has failed or fails to qualify as a REIT;
•
the market prices of GNL Common Stock may decline as a result of the Mergers and the transactions contemplated by the Merger Agreement;
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•
Modiv stockholders who receive shares of GNL Common Stock in the Modiv Merger may have less favorable rights than their current rights as Modiv stockholders;
•
GNL may not continue to pay dividends at or above the rate currently paid by GNL or Modiv following the Mergers and the transactions contemplated by the Merger Agreement;
•
the historical and unaudited pro forma condensed combined financial statements may not be representative of GNL’s results after the Mergers and the transactions contemplated by the Merger Agreement;
•
the market prices and trading volume of GNL Common Stock may be volatile;
•
if the Mergers are completed, GNL may be required to record goodwill or may acquire other assets measured and recorded at fair value, and, thereafter, GNL may be required to record impairments to the goodwill or changes to the fair value of the other assets, either of which may negatively affect GNL’s financial condition and results of operations; and
•
are not contemplated in the list above but will be disclosed in reports filed by GNL and Modiv with the SEC.
The Mergers
The Merger Agreement (See page 62 )
GNL and Modiv have entered into the Merger Agreement attached as Annex A to this proxy statement/ prospectus. The GNL Board and the Modiv Board have both approved the Merger Agreement and the transactions contemplated thereby, including the Mergers. GNL and Modiv encourage you to read the entire Merger Agreement carefully because it is the principal legal document governing the Mergers.
Structure of the Mergers (See page 62 )
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 at 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 Modiv Operating Partnership being the surviving entity at the OpCo Merger Effective Time.
Immediately following the consummation of the Mergers, based on the shares of Modiv Common Stock and GNL Common Stock outstanding as of the record date, current GNL stockholders and current Modiv stockholders are expected to hold approximately 89% and 11% of the issued and outstanding shares of common stock of the Combined Company, respectively.
Consideration to Common Stockholders in the Modiv Merger (See page 63 )
The Merger Agreement provides that, at the Modiv Merger Effective Time, each share of Modiv Common Stock issued and outstanding immediately prior to the Modiv Merger Effective Time, other than any issued and outstanding shares of Modiv Common Stock or Modiv Preferred Stock owned by GNL, REIT Merger Sub or any subsidiary of GNL, REIT Merger Sub or Modiv immediately prior to the Modiv Merger Effective Time (“Excluded Shares”) will be converted into the right to receive the Modiv Common Stock Merger Consideration, plus the right to receive cash in lieu of fractional shares.
The Exchange Ratio in the Modiv Merger is fixed and will not be adjusted for changes in the market value of Modiv Common Stock or GNL Common Stock. Because of this, the implied value of the consideration to Modiv common stockholders in the Modiv Merger will fluctuate between now and the completion of the Modiv Merger. Based on the closing price of GNL Common Stock on the NYSE of $9.53 on May 1, 2026, the last trading day before public announcement of the Mergers, the Exchange Ratio represented approximately $18.82 in GNL Common Stock for each share of Modiv Common Stock. Based on the closing price of GNL Common Stock on the NYSE of $9.37 on May 29, 2026, the latest practicable date before the date of this proxy statement/prospectus, the Exchange Ratio represented approximately $18.51
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in GNL Common Stock for each share of Modiv Common Stock. For more information, see “ Comparative Market Price Data and Implied Value of Merger Consideration .”
The following table presents trading information for GNL Common Stock and Modiv Common Stock on May 1, 2026, the last trading day before public announcement of the Mergers, and May 29, 2026, the latest practicable date before the date of this proxy statement/prospectus. Trading information for Modiv Common Stock adjusted by the Exchange Ratio is also provided for each of these dates.
|
|
|
GNL
Common Stock
(Close)
|
|
|
Modiv
Common Stock
(Close)
|
|
|
Modiv Common Stock
(adjusted by
Exchange Ratio)
(Close)
|
|
May 1, 2026
|
|
|
|
$ |
9.53 |
|
|
|
|
$ |
16.09 |
|
|
|
|
$ |
18.82 |
|
|
May 29, 2026
|
|
|
|
$ |
9.37 |
|
|
|
|
$ |
18.16 |
|
|
|
|
$ |
18.51 |
|
|
The market prices of GNL Common Stock and Modiv Common Stock fluctuate. As a result, you are urged to obtain current market quotations of GNL Common Stock and Modiv Common Stock.
Consideration to Holders of Modiv Preferred Stock (See page 63 )
The Merger Agreement provides that, at the Modiv Merger Effective Time, each share of Modiv Preferred Stock issued and outstanding immediately prior to the Modiv Merger Effective Time, other than Excluded Shares, will be converted into the right to receive the Modiv Preferred Stock Merger Consideration.
Recommendation of the Modiv Board of Directors (See page 44 )
The Modiv Board unanimously recommends that the Modiv common stockholders vote “ FOR ” the Merger Proposal, “ FOR ” the Merger Compensation Proposal and “ FOR ” the Adjournment Proposal.
For the factors considered by the Modiv Board in reaching its decision to approve the Merger Agreement and making the foregoing recommendations, see “ The Mergers — Modiv’s Board Recommendations and Reasons for the Mergers.”
Opinion of Modiv’s Financial Advisor (See page 48 )
On May 3, 2026, Truist Securities rendered its oral opinion to the Modiv Board (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated May 3, 2026) as to the fairness, from a financial point of view, to the holders of Modiv Common Stock of the Modiv Common Stock Merger Consideration to be received by such holders in the Modiv Merger pursuant to the Merger Agreement.
Truist Securities’ opinion was directed to the Modiv Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of Modiv Common Stock of the Modiv Common Stock Merger Consideration to be received by such holders in the Modiv Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Mergers and the conversion of the Class X Units to Class C Units or any agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Truist Securities’ opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement/ prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Truist Securities in preparing its opinion. However, neither Truist Securities’ written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how the Modiv Board, Modiv, any security holder or any other person should act or vote with respect to any matter relating to the Mergers and the transactions contemplated by the Merger Agreement or otherwise.
For further information, see the section entitled “ The Mergers — Opinion of Modiv’s Financial Advisor” and Annex B.
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Interests of Modiv Directors and Executive Officers in the Mergers (See page 57 )
In considering the recommendation of the Modiv Board to approve the Merger Proposal, Modiv common stockholders should be aware that Modiv’s directors and executive officers have interests in the Mergers that may be different from, or in addition to, the interests of Modiv stockholders generally, including treatment of outstanding equity awards in the Modiv Operating Partnership in connection with the Merger. The Modiv Board was aware of those interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve and declare advisable the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Mergers), and in recommending to Modiv common stockholders that the Merger Proposal and the Merger Compensation Proposal be approved.
Accounting Treatment (See page 60 )
GNL and Modiv prepare their respective financial statements in accordance with GAAP. The Mergers will be accounted for by applying the acquisition method of accounting, with GNL treated as the acquiror. For more information, see “ The Mergers — Accounting Treatment.”
Regulatory Approvals (See page 60 )
In connection with the issuance of GNL Common Stock in the Modiv Merger, pursuant to the Merger Agreement, as a condition to the closing of the Mergers, GNL must file a registration statement with the SEC under the Securities Act, of which this proxy statement/prospectus forms a part, that is declared effective by the SEC.
Closing; Effective Time of the Mergers (See page 62 )
GNL and Modiv expect to complete the Mergers in the third quarter of 2026. However, the Mergers are subject to various conditions, and it is possible that factors outside the control of GNL and Modiv could result in the Mergers being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the completion of the Mergers. GNL and Modiv expect to complete the Mergers as soon as reasonably practicable following the satisfaction of all applicable conditions.
Conditions to Completion of the Mergers (See pages 80 )
As more fully described in this proxy statement/prospectus and in the Merger Agreement, the completion of the Merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:
•
approval of the Modiv Merger by the holders representing at least a majority of all of the votes entitled to vote in accordance with the MGCL;
•
GNL’s registration statement on Form S-4, which includes this proxy statement/prospectus, being declared effective by the SEC and not subject to any stop order or pending or threatened in writing proceedings seeking a stop order;
•
absence of any governmental law or order (whether temporary, preliminary or permanent) which has the effect of making the Mergers illegal or otherwise restricting, preventing or prohibiting consummation of the Mergers; and
•
authorization for the listing on the NYSE of the shares of GNL Common Stock to be issued in the Mergers, upon official notice of issuance.
No Solicitation (See page 70 )
Modiv has agreed that it will not, and will cause each of Modiv’s subsidiaries and its and their officers and directors not to, and will not authorize and will use commercially reasonable efforts to cause its and their other representatives, not to, directly or indirectly through another person:
•
solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer, request or proposal that constitutes, or could reasonably be expected to lead to, an acquisition proposal (as defined herein);
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•
engage in any discussions or negotiations regarding, or furnish to any third party any non-public information in connection with, or knowingly facilitate in any way any effort by, any third party in furtherance of an acquisition proposal;
•
approve or recommend an acquisition proposal;
•
enter into any written letter of intent, memorandum of understanding, agreement in principle, expense reimbursement agreement, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement, other than an acceptable confidentiality agreement, in each case, providing for an acquisition proposal or requiring Modiv or Modiv Operating Partnership to abandon, terminate or fail to consummate the transaction; or
•
propose or agree to do any of the foregoing.
Termination of the Merger Agreement (See page 83 )
Right to Terminate
The Merger Agreement may be terminated and the Mergers may be abandoned at any time prior to the Closing Date, whether before or after the receipt of the Modiv Stockholder Approval:
•
By the mutual written consent of GNL and Modiv.
•
By either GNL or Modiv if:
•
any governmental authority has issued an order, decree, ruling or taken any other action in each case permanently restraining, enjoining or otherwise prohibiting the Mergers substantially on the terms contemplated by the Merger Agreement and such order, decree, ruling or other action shall have become final and non-appealable (provided that neither the GNL Parties nor the Modiv Parties may terminate the Merger Agreement due to the occurrence of an applicable governmental order or other applicable law if its failure to fulfill any obligation under the Merger Agreement has principally caused or resulted in such governmental order or other applicable law);
•
the Mergers have not been completed by 11:59 p.m. (New York City time) on the Outside Date (provided that neither the GNL Parties nor the Modiv Parties may terminate the Merger Agreement due to the occurrence of the Outside Date if its failure to fulfill any obligation under the Merger Agreement has principally caused or resulted in the failure to complete the Mergers on or before such Outside Date); or
•
the Modiv Stockholder Approval has not been obtained by reason of the failure to obtain the required vote at a duly held meeting of Modiv stockholders or at any adjournment thereof.
•
By written notice from Modiv to GNL if:
•
(i) Modiv has received a superior proposal after the date of the Merger Agreement, (ii) Modiv concurrently enters into an alternative acquisition agreement to consummate the alternative transaction contemplated by the superior proposal, (iii) simultaneously with, and as a condition to, any such termination Modiv pays to GNL the termination fee and (iv) Modiv has complied with the applicable provisions in the Merger Agreement;
•
GNL breached or failed to perform any of its representations, warranties, covenants or other agreements, which breach results in the failure to satisfy certain conditions to the obligations of the Modiv Parties (in the case of a breach by GNL, GNL Operating Partnership, OpCo Merger Sub or REIT Merger Sub), and failed to cure them within forty-five (45) days following notice from Modiv to GNL or before the Outside Date (provided Modiv is not itself in breach of any representation, warranty, covenant or other agreement that would fail to satisfy the closing conditions relating to the accuracy of Modiv’s or Modiv Operating Partnership’s representations and warranties or the performance in all material respects of their covenants and obligations); or
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•
(i) all the closing conditions are satisfied or waived, (ii) Modiv has delivered written notice to GNL that all closing conditions have been satisfied or waived (with respect to waived, by the party entitled to the benefit of such condition, other than those conditions that by their nature are to be satisfied at the closing, provided that such conditions to be satisfied at the closing would be satisfied as of the date of such notice if the closing were to occur on the date of such notice) and (iii) one of the GNL Parties fails to consummate the closing on or before the fifth (5th) business day after delivery of the closing notice and Modiv was prepared to consummate the closing during the five business day period.
•
By written notice from GNL to Modiv if:
•
Modiv breached or failed to perform any of its representations, warranties, covenants or other agreements, which breach results in the failure to satisfy certain conditions to the obligations of GNL, GNL Operating Partnership, OpCo Merger Sub or REIT Merger Sub (in the case of a breach by the Modiv Parties), and failed to cure them within forty-five (45) days following notice from GNL to Modiv or before the Outside Date (provided GNL is not itself in breach of any representation, warranty, covenant or other agreement that would fail to satisfy the closing conditions relating to the accuracy of GNL’s, GNL Operating Partnership’s, REIT Merger Sub’s and OpCo Merger Sub’s representations and warranties or the performance in all material respects of their covenants and obligations);
•
prior to obtaining the Modiv Stockholder Approval, (i) the Modiv Board effects an adverse recommendation; (ii) Modiv failed to publicly recommend against any tender offer or exchange offer subject to Regulation 14D under the Exchange Act that constitutes an acquisition proposal; (iii) the Modiv Board fails to publicly reaffirm Modiv’s recommendation within ten (10) business days after the date an acquisition proposal shall have been publicly announced; or (iv) Modiv enters into an alternative acquisition agreement (other than an acceptable confidentiality agreement outlined in the Merger Agreement); or
•
all the closing conditions are satisfied or waived, (ii) GNL has delivered written notice to Modiv that all closing conditions have been satisfied or waived (with respect to waived, by the party entitled to the benefit of such condition, other than those conditions that by their nature are to be satisfied at the closing, provided that such conditions to be satisfied at the closing would be satisfied as of the date of such notice if the closing were to occur on the date of such notice) and (iii) one of the Modiv Parties fails to consummate the closing on or before the fifth (5th) business day after delivery of the closing notice and GNL was prepared to consummate the closing during the five business day period.
Termination Fee and Expense Reimbursement (See page 83 )
Termination Fee Payable by Modiv
Modiv has agreed to pay or cause to be paid to GNL a fee of $10,000,000 in connection with a termination of the Merger Agreement under the following circumstances:
•
GNL terminates the Merger Agreement because, prior to obtaining the Modiv Stockholder Approval, (i) the Modiv Board effects an adverse recommendation; (ii) Modiv failed to publicly recommend against any tender offer or exchange offer subject to Regulation 14D under the Exchange Act that constitutes an acquisition proposal; (iii) the Modiv Board fails to publicly reaffirm Modiv’s recommendation within ten (10) business days after the date an acquisition proposal shall have been publicly announced; or (iv) Modiv enters into an alternative acquisition agreement (other than an acceptable confidentiality agreement outlined in the Merger Agreement);
•
Modiv terminates the Merger Agreement because (i) Modiv has received a superior proposal after the date of the Merger Agreement, (ii) Modiv concurrently enters into an alternative acquisition agreement to consummate the alternative transaction contemplated by the superior proposal, (iii) simultaneously with, and as a condition to, any such termination Modiv pays to GNL the termination fee and (iv) Modiv has complied with the applicable provisions in the Merger Agreement; or
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•
Either GNL or Modiv terminates the Merger Agreement because (a)(i) the Mergers have not been completed by 11:59 p.m. (New York City time) on the Outside Date, in circumstances where an acquisition proposal has been received by Modiv or any of its representatives after the date of the Merger Agreement and prior to such termination, or (ii) the Modiv Stockholder Approval has not been obtained by reason of the failure to obtain the required vote, in circumstances where, after the date of the Merger Agreement and prior to the meeting of Modiv stockholders, a person has publicly proposed or publicly announced an intention to make an acquisition proposal, and (b) within twelve (12) months after a termination, Modiv enters into a definitive agreement relating to, or consummates, any acquisition proposal (provided that, solely for purposes of this clause (b), all references to “15%” in the definition of “acquisition proposal” will be deemed to be references to “50%”).
Modiv has agreed to pay or cause to be paid to GNL a fee of $15,000,000 in connection with a termination of the Merger Agreement under the following circumstances:
•
GNL provides notice to Modiv that it plans to terminate the agreement because Modiv breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform would cause the failure of the closing conditions relating to the accuracy of Modiv’s and Modiv Operating Partnership’s representations and warranties or the performance in all material respects of their covenants and obligations and failed to cure them within forty-five (45) days following notice from GNL to Modiv or before the Outside Date (provided GNL is not itself in breach of any representation, warranty, covenant or other agreement that would fail to satisfy the closing conditions relating to the accuracy of GNL’s, GNL Operating Partnership’s, REIT Merger Sub’s and OpCo Merger Sub’s representations and warranties or the performance in all material respects of their covenants and obligations); or
•
GNL provides notice to Modiv that it plans to terminate the agreement because (i) all the closing conditions are satisfied or waived, (ii) GNL has delivered written notice to Modiv that all closing conditions have been satisfied or waived (with respect to waived, by the party entitled to the benefit of such condition, other than those conditions that by their nature are to be satisfied at the closing, provided that such conditions to be satisfied at the closing would be satisfied as of the date of such notice if the closing were to occur on the date of such notice) and (iii) one of the Modiv Parties fails to consummate the closing on or before the fifth (5th) business day after delivery of the closing notice and GNL was prepared to consummate the closing during the five business day period.
Termination Fee Payable by GNL
GNL has agreed to pay or cause to be paid to Modiv a fee of $15,000,000 in connection with a termination of the Merger Agreement under the following circumstances:
•
Modiv provides notice to GNL that it plans to terminate the Merger Agreement because GNL breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform would cause the failure of the closing conditions relating to the accuracy of GNL’s, GNL Operating Partnership’s, REIT Merger Sub’s and OpCo Merger Sub’s representations and warranties or the performance in all material respects of their covenants and obligations and failed to cure them within forty-five (45) days following notice from Modiv to GNL or before the Outside Date (provided Modiv is not itself in breach of any representation, warranty, covenant or other agreement that would satisfy the conditions relating to the accuracy of Modiv’s or Modiv Operating Partnership’s representations and warranties or the performance in all material respects of their covenants and obligations); or
•
(i) all the closing conditions are satisfied or waived, (ii) Modiv has delivered written notice to GNL that all closing conditions have been satisfied or waived (with respect to waived, by the party entitled to the benefit of such condition, other than those conditions that by their nature are to be satisfied at the closing, provided that such conditions to be satisfied at the closing would be satisfied as of the date of such notice if the closing were to occur on the date of such notice) and (iii) one of the GNL Parties fails to consummate the closing on or before the fifth (5th) business day after delivery of the closing notice and Modiv was prepared to consummate the closing during the five business day period.
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No Appraisal or Dissenters’ Rights (See page 61 )
Under Maryland law, Modiv stockholders are not entitled to exercise any rights of an objecting stockholder (commonly called appraisal or dissenters’ rights) in connection with the Modiv Merger. For more information, see “ The Mergers — No Appraisal or Dissenters’ Rights .”
Material U.S. Federal Income Tax Consequences of the Modiv Merger (See page 91 )
GNL and Modiv intend that the Modiv Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligation of Modiv and GNL to complete the Modiv Merger is conditioned upon the receipt of an opinion from Morrison & Foerster LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP, dated as of the Closing Date, to the effect that the Modiv Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Assuming that the Modiv Merger qualifies as a reorganization, U.S. holders (as defined in “ Material U.S. Federal Income Tax Consequences ”) of shares of Modiv Common Stock that receive shares of GNL Common Stock are not expected to recognize gain or loss as a result of the Modiv Merger (except with respect to the receipt of cash in lieu of fractional shares of GNL Common Stock).
For further discussion of certain U.S. federal income tax consequences of the Modiv Merger and the ownership and disposition of GNL Common Stock, see “ Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Modiv Merger ” and “— Material U.S. Federal Income Tax Consequences Regarding GNL’s Taxation as a REIT .”
Tax matters can be complicated and the tax consequences of the Modiv Merger to any particular holder of Modiv Common Stock will depend on such holder’s particular facts and circumstances. Holders of Modiv Common Stock should consult their own tax advisors to determine the tax consequences of the Modiv Merger to them, including the effects of U.S. federal, state, local and foreign tax laws.
The Special Meeting (See page 118 )
The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/MDV2026SM at [•], Mountain Time on [•], 2026. Please note that you will not be able to attend the Special Meeting physically in person. Only holders of record of Modiv Common Stock at the close of business on [•], 2026, the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. Each share of Modiv Common Stock is entitled to one vote on all matters that come before the Special Meeting. On the Record Date, there were [•] shares of Modiv Common Stock outstanding and entitled to vote at the Special Meeting.
At the Special Meeting, holders of Modiv Common Stock will be asked to consider and vote upon the following matters:
•
the Merger Proposal;
•
the Merger Compensation Proposal; and
•
the Adjournment Proposal, if necessary.
The approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Modiv Common Stock entitled to vote thereon. The approval of the Merger Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of Modiv Common Stock.
On the Record Date, approximately [•]% of the outstanding shares of Modiv Common Stock were held by Modiv directors and executive officers and their respective affiliates. Modiv currently expects that the directors and executive officers of Modiv will vote their shares in favor of the proposal to approve the Modiv Merger, although none has entered into any agreements obligating them to do so.
The Modiv Board unanimously recommends that holders of Modiv Common Stock vote “ FOR ” the Merger Proposal, “ FOR ” the Merger Compensation Proposal and “ FOR ” the Adjournment Proposal.
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Rights of Modiv Stockholders Will Change as a Result of the Modiv Merger (See page 196 )
Modiv common stockholders will have different rights once they become stockholders of GNL, due to differences between the governing documents of GNL and Modiv. These differences are described in detail under “ Comparison of Rights of Stockholders of GNL and Modiv .”
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RISK FACTORS
In addition to the other information included and incorporated by reference into this proxy statement/ prospectus, including the matters addressed in “ Cautionary Statement Regarding Forward-Looking Statements ,” you should carefully consider the following risks before deciding how to vote. In addition, you should read and consider the risks associated with each of the businesses of GNL and Modiv because these risks will also affect the Combined Company following completion of the Mergers and related transactions. For further discussion of factors that could materially affect the outcome of these forward-looking statements, see “Risk Factors” in Item 1A of the respective Annual Reports on Form 10-K for the year ended December 31, 2025 , as updated by GNL’s and Modiv’s subsequent filings under the Exchange Act, each of which is filed with the SEC and incorporated by reference into this proxy statement/prospectus. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. For more information, see “ Where You Can Find More Information .”
Risks Relating to the Mergers
The Mergers and related transactions may not be completed on the terms or timeline currently contemplated, or at all. Completion of the Mergers and related transactions is subject to many conditions and if these conditions are not satisfied or waived, the Mergers and related transactions will not be completed, which could adversely affect the businesses of GNL or Modiv, and, in certain circumstances, result in the requirement that GNL or Modiv pays a certain termination fee.
The completion of the Mergers and related transactions are subject to certain conditions, including among other things: (1) the affirmative vote of the holders of a majority of the outstanding shares of Modiv Common Stock entitled to vote on the Modiv Merger; (2) the absence of any law, injunction, judgment, order or ruling prohibiting the Mergers; (3) the accuracy of the representations and warranties made by the parties (subject to customary materiality and other qualifications); (4) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement; (5) the delivery of tax opinions related to each of Modiv’s and GNL’s status as a REIT under the Code; (6) the delivery of tax opinions that the Modiv Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and (7) the absence of a material adverse effect on the Modiv Parties or the GNL Parties prior to the closing. The consummation of the Mergers is not subject to any financing condition and does not require the approval of GNL’s stockholders.
In addition, GNL or Modiv may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Mergers are not completed by February 3, 2027.
Neither GNL nor Modiv can provide assurance that these conditions to completing the Mergers will be satisfied or waived, and accordingly, that the Mergers will be completed on the terms or timeline that the parties anticipate or at all.
Failure to consummate the Mergers or to consummate the Mergers as contemplated by the Merger Agreement may adversely affect GNL’s and/or Modiv’s results of operations, financial condition and business prospects for many reasons, including, among others: (i) GNL stockholders and Modiv stockholders may be prevented from realizing the anticipated benefits of the Mergers; (ii) the market price of GNL Common Stock or Modiv Common Stock could decline significantly; (iii) GNL and Modiv will have incurred substantial costs relating to the Mergers, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until the closing of the Mergers, which could adversely affect their respective financial conditions, results of operations and ability to make distributions to their respective stockholders and to pay the principal of and interest on their respective debt securities and other indebtedness; (iv) the Mergers, whether or not they close, will divert the attention of the management of each of GNL and Modiv instead of enabling them to more fully pursue other opportunities that could be beneficial to the companies, in each case, without realizing any of the benefits of having completed the Mergers; and (v) any reputational harm due to the adverse perception of any failure to successfully complete the Mergers. In addition, if the Merger Agreement is terminated under certain circumstances specified therein, GNL or Modiv may be required to pay a termination fee and/or
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an expense reimbursement fee to the other party, as more fully described in “ The Merger Agreement — Termination of the Merger Agreement .”
The Exchange Ratio is fixed and will not be adjusted in the event of any change in the stock prices of either GNL or Modiv.
At the Modiv Merger Effective Time, each share of Modiv Common Stock issued and outstanding will be converted into 1.975 newly issued shares of GNL Common Stock (other than Excluded Shares) and each share of Modiv Operating Partnership Class C Units issued and outstanding will be converted into the right to receive 1.975 GNL OP Units (other than Excluded Units), with cash paid in lieu of fractional shares without interest and subject to the terms in the Merger Agreement.
The Exchange Ratio is fixed in the Merger Agreement and, while it will be adjusted in certain limited circumstances, including a recapitalization, stock or unit split, stock or unit dividend or other distribution, reclassification, combination or exchange offer of shares or other similar transaction involving GNL or Modiv, the Exchange Ratio will not be adjusted for changes in the market price of either GNL Common Stock or Modiv Common Stock. Changes in the price of GNL Common Stock prior to the Mergers will affect the market value of the Modiv Common Stock Merger Consideration that Modiv common stockholders will receive at the closing of the Modiv Merger. Stock price changes may result from a variety of factors (many of which are beyond the control of GNL and Modiv), including the following factors:
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changes in the respective businesses, operations, assets, liabilities and prospects of either company;
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changes in market assessments of the business, operations, financial position and prospects of either company;
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market assessments of the likelihood that the Mergers will be completed;
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interest rates, general market and economic conditions and other factors generally affecting the price of GNL Common Stock and Modiv Common Stock;
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federal, state and local legislation, governmental regulation and legal developments in the businesses in which GNL and Modiv operate; and
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other factors beyond the control of GNL or Modiv, including those described under this heading “ Risk Factors .”
The price of GNL Common Stock at the closing of the Mergers may vary from its price on the date the Merger Agreement was executed, on the date of this proxy statement/prospectus and on the date of the Special Meeting. As a result, the market value of the merger consideration represented by the Exchange Ratio will also vary. For example, based on the range of closing prices of GNL Common Stock during the period from May 1, 2026, the last trading day before public announcement of the Mergers, through May 29, 2026, the latest practicable date before the date of this proxy statement/prospectus, the Exchange Ratio of 1.975 represented a market value per share of Modiv Common Stock ranging from a low of $17.83 to a high of $18.82.
Because the Mergers will be completed after the date of the Special Meeting, at the time of the Special Meeting, you will not know the exact market value of the GNL Common Stock that Modiv common stockholders will receive upon completion of the Mergers, which may itself involve certain risks, including:
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if the price of GNL Common Stock increases between the date the Merger Agreement was signed or the date of the Special Meeting and the closing of the Mergers, Modiv common stockholders will receive shares of GNL Common Stock that have a market value upon completion of the Mergers that is greater than the market value of such shares calculated pursuant to the Exchange Ratio on the date the Merger Agreement was signed or on the date of the Special Meeting, respectively; and
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if the price of GNL Common Stock declines between the date the Merger Agreement was signed or the date of the Special Meeting and the closing of the Mergers, including for any of the reasons described above, Modiv common stockholders will receive shares of GNL Common Stock that have a market value upon completion of the Mergers that is less than the market value of such shares
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calculated pursuant to the Exchange Ratio on the date the Merger Agreement was signed or on the date of the Special Meeting, respectively.
Therefore, while the number of shares of GNL Common Stock to be issued per share of Modiv Common Stock is fixed, Modiv stockholders cannot be sure of the market value of the consideration they will receive upon completion of the Mergers.
GNL and Modiv common stockholders will be diluted by the Modiv Merger.
The Modiv Merger will dilute the ownership position of GNL Common Stockholders and result in Modiv common stockholders having an ownership stake in GNL that is significantly smaller than their current stake in Modiv. Upon completion of the Modiv Merger, based on the shares of GNL Common Stock and Modiv Common Stock outstanding as of the date of the Merger Agreement, legacy GNL stockholders are expected to own approximately 89% of the issued and outstanding shares of GNL Common Stock, and legacy Modiv common stockholders will own approximately 11% of the issued and outstanding shares of GNL Common Stock. GNL may also issue additional shares of common stock, units or preferred stock in the future, which would create further dilution. Consequently, GNL stockholders and Modiv stockholders, as a general matter, will have less influence over the management and policies of GNL after the Modiv Merger Effective Time than they currently exercise over the management and policies of GNL and Modiv, respectively.
The Merger Agreement contains provisions that could discourage a potential competing acquiror of Modiv from making a favorable proposal to Modiv and, in specified circumstances, could require Modiv to make a substantial termination payment to GNL
The Merger Agreement contains certain provisions that restrict Modiv’s ability to solicit, initiate, knowingly encourage or knowingly facilitate any proposals for, or that could reasonably lead to, alternative transactions with a third-party or, subject to certain exceptions, participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish non-public information to third parties relating to an alternative transaction or a proposal or inquiry therefor, change the Modiv Board’s recommendation to Modiv common stockholders or enter into an agreement with respect to any proposal for an alternative transaction. In addition, GNL generally has an opportunity to offer to modify the terms of the Merger Agreement in response to any competing acquisition proposal before the Modiv Board may withdraw or qualify its recommendation with respect to the Mergers.
Modiv would be required to pay a termination fee of $10,000,000 to GNL in certain circumstances, including if GNL terminates the Merger Agreement because the Modiv Board changes its recommendation with respect to the Modiv Merger prior to the approval of the Modiv Merger by Modiv common stockholders or Modiv terminates the Merger Agreement to enter into a definitive agreement that constitutes a superior proposal. In addition, if GNL terminates the Merger Agreement following an uncured breach by Modiv of any representation, warranty, covenant or agreement which would result in the applicable closing condition being unsatisfied or failure to close by Modiv when all conditions are satisfied, Modiv would be required to pay a termination fee of $15,000,000 to GNL.
These provisions could discourage a potential competing acquirer or merger partner that might have an interest in acquiring all or a significant portion of Modiv or Modiv’s assets from considering or proposing such a competing transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share market value proposed to be received or realized in the transactions contemplated by the Merger Agreement. These provisions also might result in a potential competing acquirer or Merger partner proposing to pay a lower price to holders of Modiv Common Stock than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable to GNL in certain circumstances under the Merger Agreement.
If the Merger Agreement is terminated and after the termination Modiv seeks another business combination, Modiv may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the transactions contemplated by the Merger Agreement.
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The pendency of the Mergers could adversely affect the business and operations of GNL and Modiv.
In connection with the pending Mergers, some clients of each of GNL and Modiv may delay or defer decisions, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of GNL and Modiv, regardless of whether the Mergers are completed, and of the Combined Company, if the Mergers are completed. Similarly, current and prospective employees of GNL and Modiv may experience uncertainty about their future roles with GNL following the Mergers, which may materially adversely affect the ability of each of GNL and Modiv to attract and retain key personnel during the pendency of the Mergers. In addition, due to operating covenants in the Merger Agreement, each of GNL and Modiv may be unable (without the other party’s prior written consent), during the pendency of the Mergers, to pursue strategic transactions, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.
Some of the directors and executive officers of Modiv have interests in the Mergers that are different from, or in addition to, those of the other Modiv stockholders.
Certain of the directors and executive officers of Modiv have interests in the Mergers that may be different from, or in addition to, other Modiv stockholders. The Modiv Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated by it, including the Mergers, and in making their recommendation that Modiv common stockholders vote “ FOR ” the Merger Proposal. For more information, see “ The Mergers — Interests of Modiv Directors and Executive Officers in the Mergers .”
The fairness opinion obtained from the financial advisor to the Modiv Board will not reflect subsequent developments.
In connection with the Mergers and related transactions, the Modiv Board received an oral opinion on May 3, 2026 from Truist, later confirmed by delivery of a written opinion dated as of May 3, 2026, as to the fairness, from a financial point of view and as of such date, of the merger consideration (as defined in the opinion) to be paid to the holders (other than GNL and its affiliates) of Modiv Common Stock, which opinion was based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, as more fully described in the section entitled “ The Mergers — Opinion of Modiv’s Financial Advisor ”. The opinion does not reflect developments that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of GNL or Modiv, changes in general market and economic conditions or regulatory or other factors. Any such changes, or other factors on which the opinions are based, may materially alter or affect the relative values of GNL or Modiv. See “ The Mergers — Opinion of Modiv’s Financial Advisor. ”
If the Mergers are not consummated by February 3, 2027, either GNL or Modiv may terminate the Merger Agreement.
Either GNL or Modiv may terminate the Merger Agreement if the Mergers have not been consummated by February 3, 2027. However, this termination right will not be available to a party who has materially breached any representation, warranty, covenant, or other agreement under the Merger Agreement and that material breach was the primary cause of, or resulted in, the failure of the Mergers to occur on or before February 3, 2027. For more information, see “ The Merger Agreement — Termination of the Merger Agreement .” Any termination of the Merger Agreement may adversely affect GNL’s or Modiv’s stock price, results of operations, financial condition, and business for many reasons, including those discussed elsewhere under this heading “ Risk Factors. ”
If the Modiv Merger does not qualify as a “reorganization” for U.S. federal income tax purposes, there may be adverse tax consequences.
GNL and Modiv intend that the Modiv Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of Modiv and GNL to complete the Modiv Merger is conditioned upon the receipt by each of Modiv and GNL of an opinion from Morrison & Foerster LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP, dated as of the Closing Date, to the effect that the Modiv Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However,
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such opinions are not binding on the Internal Revenue Service (the “IRS”). If the Modiv Merger failed to qualify as a reorganization, then each U.S. holder (as defined in “ Material U.S. Federal Income Tax Consequences ”) of Modiv Common Stock generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of the shares of GNL Common Stock and cash in lieu of any fractional share of GNL Common Stock received by such Modiv stockholder in the Merger; and (ii) such Modiv stockholder’s adjusted tax basis in its Modiv Common Stock. In addition, failure of the Modiv Merger to qualify as a reorganization may damage GNL’s reputation and have other adverse impacts on GNL.
An adverse outcome in any litigation or other legal proceedings relating to the Merger Agreement, or the transactions contemplated thereby, could have a material adverse impact on the businesses of GNL and Modiv and their ability to consummate the transactions contemplated by the Merger Agreement.
Transactions like the Mergers are frequently the subject of litigation or other legal proceedings, including actions alleging that either party’s board of directors breached their respective duties to their stockholders or other equity holders by entering into the Merger Agreement, by failing to obtain a greater value in the transaction for their stockholders or other equity holders or otherwise, or any other actions or claims (contractual or otherwise) arising out of the Mergers or related transactions. If litigation or other legal proceedings are brought against GNL, Modiv or their respective boards of directors or subsidiaries in connection with the Merger Agreement, or the transactions contemplated thereby, the respective parties to the proceeding intend to defend against it but they might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on GNL’s or Modiv’s ability to consummate the Mergers or their respective business, results of operation or financial position, including through an injunction prohibiting the Mergers altogether or the diversion of either company’s resources or distraction of key personnel.
Modiv stockholders will not have appraisal or dissenters’ rights in connection with the Modiv Merger.
Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.
Under Section 3-202(c) of the MGCL, holders of Modiv Common Stock and Modiv Preferred Stock do not have the right to receive the appraised value of their shares in connection with the Modiv Merger because the Modiv Charter provides that stockholders are not entitled to exercise such rights unless the Modiv Board determines that such rights apply and because the Modiv Common Stock and Modiv Preferred Stock are each listed on a national securities exchange. The Modiv Board has not determined that appraisal rights shall apply. In addition, holders of Modiv Preferred Stock do not have the right to receive the appraised value of their shares in connection with the Modiv Merger because such holders are not entitled to vote on the Merger Proposal.
Risks Relating to GNL after Completion of the Mergers and the transactions Contemplated by the Merger Agreement
GNL expects to incur substantial expenses related to the Mergers and the transactions contemplated by the Merger Agreement.
GNL expects to incur substantial expenses in completing the Mergers and integrating the businesses, operations, networks, systems, technologies, policies and procedures of GNL and Modiv. There are a large number of systems that must be integrated or separated in connection with the Mergers, including leasing, billing, management information, purchasing, accounting and finance, information technology, operations, sales, payroll and benefits, fixed asset, lease administration and regulatory compliance. While GNL and Modiv have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately
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at the present time. The expenses in connection with the Mergers and the transactions contemplated by the Merger Agreement are expected to be significant, although the aggregate amount and timing of such charges are uncertain.
Following the Mergers, GNL may be unable to integrate the business of Modiv successfully or realize the anticipated synergies and related benefits of the Mergers and the transactions contemplated by the Merger Agreement or to do so within the anticipated time frame.
The Mergers involve the combination of two companies which currently operate as independent public companies. GNL will be required to devote significant management attention and resources to integrating the business practices and operations of Modiv. Potential difficulties GNL and Modiv may encounter in the integration process include the following:
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the inability to successfully combine the businesses of GNL and Modiv in a manner that permits the Combined Company to achieve the cost savings anticipated to result from the Mergers, which would result in some anticipated benefits of the Mergers not being realized in the time frame currently anticipated or at all;
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loss of leases and tenants as a result of certain clients of either of GNL or Modiv deciding not to do business with the Combined Company;
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the additional complexities of combining two companies with different histories, regulatory restrictions, markets and tenant bases;
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potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Mergers and the transactions contemplated by the Merger Agreement; and
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performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the Mergers and integrating GNL’s and Modiv’s operations.
For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of GNL’s or Modiv’s management, the disruption of the Combined Company’s ongoing business or inconsistencies in the Combined Company’s services, standards, controls, procedures and policies, any of which could adversely affect the ability of the Combined Company to maintain relationships with tenants, customers, vendors, joint venture partners and employees or to achieve the anticipated benefits of the Mergers, or could otherwise adversely affect the business and financial results of the Combined Company.
The future results of GNL will suffer if GNL does not effectively manage its operations following the Mergers and the transactions contemplated by the Merger Agreement.
Following the Mergers, GNL may continue to expand its operations through additional acquisitions, development opportunities and other strategic transactions, some of which involve complex challenges. The future success of GNL will depend, in part, upon the ability of GNL to manage its expansion opportunities, which poses substantial challenges for GNL to integrate new operations into its existing business in an efficient and timely manner, to successfully monitor its operations, costs, regulatory compliance and service quality and to maintain other necessary internal controls. GNL cannot assure you that its expansion or acquisition opportunities will be successful, or that it will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
The trading prices of shares of GNL Common Stock following the Mergers may be affected by factors different from those affecting the price of shares of GNL Common Stock or Modiv Common Stock before the Mergers.
If the Mergers are completed, based on the shares of GNL Common Stock and Modiv Common Stock outstanding as of the date of the Merger Agreement, legacy GNL Common Stockholders will become holders of approximately 89% of the outstanding shares of GNL Common Stock and legacy Modiv common stockholders will become holders of approximately 11% of the outstanding shares of GNL Common Stock immediately after the Mergers. The results of operations of GNL, as well as the trading prices of GNL Common Stock, after the Mergers may be affected by factors different from those currently
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affecting GNL’s or Modiv’s results of operations or the trading prices of GNL Common Stock, Modiv Common Stock. These different factors include:
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a greater number of shares of GNL Common Stock outstanding, as compared to the number of shares of GNL Common Stock currently outstanding;
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different stockholders in GNL; and
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GNL owning different assets and maintaining different capitalizations.
Accordingly, the historical trading prices and financial results of GNL and Modiv may not be indicative of these matters for GNL after the Mergers. For more information, see “ Where You Can Find More Information .”
GNL’s anticipated level of indebtedness will increase upon completion of the Mergers and may have the effect of heightening other risks GNL now faces.
Upon completion of the Mergers, GNL intends to assume and/or refinance certain indebtedness of Modiv and pay in cash the Modiv Preferred Stock Merger Consideration for an approximate total of $42 million. Assuming that occurs, GNL’s consolidated indebtedness will increase substantially, and it will be subject to increased risks associated with debt financing, including an increased risk that GNL’s cash flow could be insufficient to meet required payments on its debt securities or other indebtedness or to pay dividends on its common stock or any preferred stock it may issue. As of March 31, 2026, GNL had indebtedness of approximately $2.6 billion. Taking into account GNL’s existing indebtedness, the Modiv Preferred Stock Merger Consideration, and the assumption of Modiv’s consolidated indebtedness in the Mergers, the total principal indebtedness of the Combined Company, including joint venture indebtedness, as of March 31, 2026 would have been approximately $2.9 billion. For more information on how the pro forma amount of GNL’s consolidated indebtedness is calculated, see “ Unaudited Pro Forma Condensed Combined Financial Statements .”
GNL’s increased indebtedness could have important consequences to holders of its common stock, including Modiv stockholders who receive GNL Common Stock in the Modiv Merger, any preferred stock it may issue and its debt securities including:
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increasing GNL’s vulnerability to general adverse economic and industry conditions;
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limiting GNL’s ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;
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requiring the use of a substantial portion of GNL’s cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing its ability to use its cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements;
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limiting GNL’s flexibility in planning for, or reacting to, changes in its business and its industry; and
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putting GNL at a disadvantage compared to its competitors with less indebtedness.
If GNL defaults under a debt instrument, it will automatically be in default under any other debt instrument that has cross-default provisions. The holders of all such indebtedness may be entitled to demand its immediate repayment and, in the case of secured indebtedness, GNL may lose any property securing that indebtedness.
Risks Relating to the Status of GNL and Modiv as REITs
GNL may incur adverse tax consequences if GNL or Modiv has failed or fails to qualify as a REIT.
Each of GNL and Modiv has operated in a manner that it believes has allowed it to qualify as a REIT under the Code and intends to continue to do so through the time of the Modiv Merger. GNL intends to continue operating in such a manner following the Modiv Merger. Neither GNL nor Modiv has requested or plans to request a ruling from the IRS that it qualifies as a REIT. In order to qualify as a REIT, each of GNL and Modiv must satisfy a number of requirements, including requirements regarding the ownership of its stock and the composition of its gross income and assets. Also, a REIT must make distributions to
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stockholders aggregating annually at least 90% of its net taxable income, excluding any net capital gains. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within the control of GNL or Modiv may affect each company’s ability to qualify as a REIT.
The closing is conditioned on receipt by GNL of an opinion from Greenberg Traurig, LLP (or another nationally recognized REIT counsel reasonably acceptable to Modiv) to the effect that GNL has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code for all taxable periods commencing with GNL’s taxable year ended December 31, 2019 through and including its taxable year that includes the Closing Date, and receipt by Modiv of an opinion from Morrison & Foerster LLP (or another nationally recognized REIT counsel reasonably acceptable to GNL), on which GNL shall be entitled to rely, to the effect that Modiv has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code for all taxable periods commencing with Modiv’s taxable year ended December 31, 2016, through and including its taxable year that ends on the Closing Date. The foregoing REIT opinions will be subject to customary exceptions, assumptions and qualifications and will be based on the factual representations provided by GNL and Modiv to counsel. If any such representations are or become inaccurate or incomplete, the foregoing opinions may be invalid and the conclusions reached therein could be jeopardized. The opinions are not a guarantee that GNL or Modiv, in fact, has qualified, or, in the case of GNL, will continue to qualify, as a REIT, nor are such opinions binding on the IRS.
If GNL loses its REIT status, or is determined to have lost its REIT status in a prior year, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders and to pay the principal of and interest on its debt securities or other indebtedness, because:
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it would be subject to U.S. federal corporate income tax on its net income for the years it did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing its taxable income);
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it could be subject to a federal alternative minimum tax and increased state and local taxes for such periods;
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unless it is entitled to relief under applicable statutory provisions, neither it nor any “successor” company could elect to be taxed as a REIT until the fifth taxable year following the year during which it was disqualified; and
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for five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, it could be subject to federal corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election.
Even if GNL qualifies as a REIT, if Modiv is determined to have lost its REIT status for a taxable year ending on or before the Modiv Merger, Modiv would be subject to adverse tax consequences similar to those described above. This could substantially reduce GNL’s cash available for distribution, including cash available to pay dividends to its stockholders and to pay the principal of and interest on its debt securities or other indebtedness, because, assuming that GNL otherwise maintains its REIT qualification:
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GNL generally would be subject to corporate level tax with respect to the built-in gain on each asset of Modiv existing at the time of the Modiv Merger if GNL were to dispose of the Modiv asset during the five-year period following the Modiv Merger;
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GNL would succeed to any earnings and profits accumulated by Modiv for taxable periods that it did not qualify as a REIT, and GNL would have to pay a special dividend and/or employ applicable deficiency dividend procedures (including interest payments to the IRS) to eliminate such earnings and profits (or if GNL does not timely distribute those earnings and profits, GNL could fail to qualify as a REIT); and
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if Modiv incurred any unpaid tax liabilities prior to the Modiv Merger, those tax liabilities would be transferred to GNL as a result of the Modiv Merger.
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If there is an adjustment to Modiv’s taxable income or dividends paid deductions, GNL could elect to use the deficiency dividend procedure in order to maintain Modiv’s REIT status. That deficiency dividend procedure could require GNL to make significant distributions to its stockholders and to pay significant interest to the IRS.
As a result of all these factors, GNL’s or Modiv’s failure to qualify as a REIT could impair GNL’s ability to expand its business and raise capital, and would materially adversely affect the value of its common stock, any preferred stock it may issue, and its debt securities. In addition, for years in which GNL does not qualify as a REIT, it would not otherwise be required to make distributions to stockholders.
Risks Relating to an Investment in GNL Capital Stock or Debt Securities following the Mergers and the transactions Contemplated by the Merger Agreement
The market price of GNL capital stock and debt securities may decline as a result of the Mergers and the transactions contemplated by the Merger Agreement.
The market price of GNL Common Stock, its preferred stock, and its debt securities may decline as a result of the Mergers and the transactions contemplated by the Merger Agreement if, among other things, GNL does not achieve the perceived benefits of the Mergers and the transactions contemplated by the Merger Agreement or the effect of the Mergers and the transactions contemplated by the Merger Agreement on GNL’s results of operations or financial condition is not consistent with the expectations of financial or industry analysts. The market value of GNL Common Stock, its preferred stock, and its debt securities may also be adversely affected by the increase in its indebtedness that is expected to occur if the Mergers are consummated on the terms currently contemplated and, as described above, the market value of GNL Common Stock may be adversely affected by the large number of shares of common stock it expects to issue in the Modiv Merger.
In addition, upon consummation of the Mergers and the transactions contemplated by the Merger Agreement, GNL stockholders and Modiv stockholders will own interests in GNL, which will operate an expanded business with a different mix of properties, risks and liabilities. Holders of GNL Common Stock and preferred stock, and debt securities and holders of Modiv Common Stock and Modiv Preferred Stock may not wish to continue to invest in GNL, or may wish to dispose of some or all of the GNL securities they own. If, following the closing or while the Mergers are pending, large amounts of GNL Common Stock and preferred stock, or debt securities are sold, the market price of GNL securities could decline, perhaps substantially.
After the Modiv Merger and the transactions contemplated by the Merger Agreement are completed, Modiv stockholders who receive shares of GNL Common Stock in the Modiv Merger will have different rights that may be less favorable than their current rights as Modiv stockholders.
After the closing, Modiv stockholders who receive shares of GNL Common Stock in the Modiv Merger will have different rights, which may be less favorable than their current rights as Modiv stockholders. For more information, see “ Comparison of Rights of Stockholders of GNL and Modiv .”
Following the Mergers and the transactions contemplated by the Merger Agreement, GNL may be unable to continue to pay dividends at or above the rate currently paid by GNL or Modiv.
Following the Mergers and the transactions contemplated by the Merger Agreement, dividends payable per share on GNL Common Stock may be lower than the dividends per share that were paid to holders of GNL Common Stock or Modiv Common Stock prior to the Mergers for various reasons, including those discussed elsewhere under this caption “ Risk Factors ” and the following:
•
GNL may not have enough cash to pay such dividends due to changes in GNL’s cash requirements, capital spending plans, cash flow or financial position and the increase in the number of outstanding shares of GNL Common Stock that will be issued if the Mergers are consummated;
•
decisions on whether, when and in what amounts to pay any future dividends will remain at all times entirely at the discretion of the GNL Board, which reserves the right to change GNL’s dividend practices at any time and for any reason;
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•
GNL’s ability to declare and pay dividends on its common stock will be subject to the preferential rights of GNL preferred stock; and
•
the amount of dividends that GNL’s subsidiaries may distribute to GNL may be subject to restrictions imposed by state law and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.
Stockholders of GNL will have no contractual or other legal right to dividends that have not been declared by the GNL Board.
Other Risks
The unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement/ prospectus do not purport to be indicative of GNL’s results after the Mergers and the transactions contemplated by the Merger Agreement, and accordingly, you have limited financial information on which to evaluate the impact of the Mergers on GNL.
The unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement/prospectus have been presented for informational purposes only and do not purport to be indicative of the financial position or results of operations that actually would have occurred had the Mergers and the transactions contemplated by the Merger Agreement been completed as of the dates indicated, nor do they purport to be indicative of the future operating results or financial position of GNL after the Mergers and the transactions contemplated by the Merger Agreement. The unaudited pro forma condensed combined financial statements are subject to numerous estimates and assumptions and other uncertainties. Among other things, they reflect adjustments, which are based upon preliminary estimates, to allocate the purchase price to Modiv’s assets and liabilities.
In addition, the unaudited pro forma condensed combined financial statements do not reflect other future events that may occur after the Mergers and the transactions contemplated by the Merger Agreement, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the Mergers and the transactions contemplated by the Merger Agreement, and do not consider potential impacts of current market conditions on revenues or expenses. The unaudited pro forma condensed combined financial statements presented elsewhere in this proxy statement/prospectus are based in part on certain estimates and assumptions (including the estimated purchase price allocation described above) regarding the Mergers and the transactions contemplated by the Merger Agreement that GNL and Modiv believe are reasonable under the circumstances. GNL and Modiv cannot assure you that the estimates and assumptions will prove to be accurate.
The market price and trading volume of GNL’s capital stock and debt securities may be volatile.
The United States stock markets, including the NYSE, on which GNL Common Stock is and, after the Mergers, will continue to be listed under the symbol “GNL,” and the markets for preferred stock and debt securities have experienced significant price and volume fluctuations. As a result, the market price of GNL Common Stock, GNL preferred stock, and debt securities are likely to be similarly volatile, and investors in GNL Common Stock, GNL preferred stock, and debt securities may experience a decrease in the value of their investment, including decreases unrelated to GNL’s operating performance or prospects. GNL and Modiv cannot assure you that the market price of GNL Common Stock, GNL preferred stock, and debt securities will not fluctuate or decline significantly in the future.
In addition to the other risks listed under this heading “ Risk Factors ,” a number of factors could negatively affect the market value of GNL Common Stock, the GNL preferred stock, and debt securities or result in fluctuations, which could be substantial, in the price or trading volume of those securities, including:
•
the annual yield from distributions on GNL Common Stock as compared to yields on other financial instruments;
•
equity issuances by GNL (including issuances of GNL Common Stock in the Modiv Merger and including issuances of GNL Common Stock in connection with the settlement of existing or future
30
TABLE OF CONTENTS
forward sales agreements), or future sales of substantial amounts of GNL Common Stock by its existing or future stockholders, or the perception that such issuances or future sales may occur;
•
increases in market interest rates or a decrease in GNL’s distributions to stockholders that lead purchasers of GNL Common Stock to demand a higher yield;
•
changes in market valuations of similar companies;
•
fluctuations in stock market prices and volumes;
•
additions or departures of key management personnel;
•
GNL’s operating performance and the performance of other similar companies;
•
actual or anticipated differences in GNL’s quarterly operating results;
•
changes in expectations of future financial performance or changes in estimates of securities analysts;
•
publication of research reports about GNL or its industry by securities analysts;
•
failure to qualify as a REIT;
•
adverse market reaction to any indebtedness GNL incurs in the future, including indebtedness to be assumed or incurred in connection with the Mergers;
•
strategic decisions by GNL or its competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
•
the passage of legislation or other regulatory developments that adversely affect GNL or its industry or any failure by GNL to comply with regulatory requirements;
•
the expiration or loss of local tax abatements, tax credit programs or other governmental incentives;
•
the imposition of a penalty tax as a result of certain property transfers that may generate prohibited transaction income;
•
the inability of GNL to sell properties if and when it would be appropriate to do so;
•
risks and liabilities in connection with GNL’s co-investment ventures and investment in new or existing co-investment ventures, including that GNL’s property ownership through joint ventures may limit its ability to act exclusively in its interests and may depend on the financial performance of its co-venturers;
•
speculation in the press or investment community;
•
changes in GNL’s results of operations, financial condition or prospects;
•
failure to satisfy the listing requirements of the NYSE;
•
failure to comply with the requirements of the Sarbanes-Oxley Act;
•
actions by institutional stockholders of GNL;
•
changes in accounting principles;
•
changes in environmental conditions or the potential impact of climate change;
•
terrorist attacks or other acts of violence or war in areas in which GNL’s properties are located or markets on which GNL’s securities are traded; and
•
general economic and/or market conditions, including factors unrelated to GNL’s performance.
In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert GNL’s management’s attention and resources, which could have a material adverse effect on GNL’s cash flows, its ability to execute its business strategy and GNL’s ability to make distributions to its stockholders.
31
TABLE OF CONTENTS
If the Mergers are completed, GNL may be required to record goodwill or may acquire other assets measured and recorded at fair value, and, thereafter, GNL may be required to record impairments to the goodwill or changes to the fair value of the other assets, either of which may negatively affect GNL’s financial condition and results of operations.
In accordance with GAAP, the Mergers will follow the acquisition method of accounting for business combinations, including with respect to goodwill. Goodwill represents the excess of the purchase price paid over the fair value of the net tangible and other intangible assets acquired. Goodwill is recorded at fair value on the date of an acquisition and is reviewed annually or more frequently if changes in circumstances indicate the carrying value may be in excess of fair value. GNL may be required to recognize goodwill in connection with the Mergers and in the future an impairment of goodwill, including any goodwill recognized in connection with the Mergers, or a change in fair value of financial instruments or certain other assets due to, for example, market conditions, other factors related to the performance of Modiv’s business, or other circumstances that may impact the fair value of a financial instrument or the other asset. Market conditions could include market price performance of GNL Common Stock that compares unfavorably to peer companies, or other circumstances. Recognition of impairments of goodwill and any changes in fair value of other assets would result in a charge to GNL’s income in the period in which the impairment or change occurred, which may negatively affect GNL’s financial condition, results of operations, and total capitalization. The effects of any such impairment or change could be material and could cause GNL to miss forecasted results, which could adversely affect GNL’s stock price, and make it more difficult to maintain GNL’s credit ratings, secure financing on attractive terms, maintain compliance with debt covenants, and meet the expectations of GNL’s regulators.
GNL and Modiv face other risks.
The risks listed above are not exhaustive, and you should be aware that, prior to and following the Mergers and the transactions contemplated by the Merger Agreement, GNL will face various other risks, including those discussed in reports filed by GNL and Modiv with the SEC from time to time, such as those discussed under the heading “Risk Factors” in their respective, most recently filed reports on Forms 10-K and 10-Q. For more information, see “ Where You Can Find More Information .”
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TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/ prospectus contain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which GNL, Modiv and their respective subsidiaries operate and beliefs of and assumptions made by GNL’s management and Modiv’s management, involve uncertainties that could significantly affect the financial or operating results of GNL, Modiv, or the Combined Company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed Mergers and related transactions involving GNL and Modiv, including future financial and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders, benefits of the proposed Mergers and related transactions to clients, employees, stockholders and other constituents of the Combined Company, integrating our companies, cost savings and the expected timetable for completing the proposed Mergers and related transactions — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. You should not place undue reliance on these forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to, those set forth under the section entitled “ Risk Factors ” of this proxy statement/prospectus:
•
risks associated with the ability or failure to complete the Mergers;
•
risks associated with the fixed Exchange Ratio;
•
risks associated with the dilution of GNL and Modiv common stockholders in the Mergers;
•
risks associated with provisions in the Merger Agreement that could discourage a potential competing acquiror of Modiv;
•
risks associated with the pendency of the Mergers adversely affecting the businesses of GNL and Modiv;
•
risks associated with the different interests in the Mergers of certain directors and executive officers of Modiv;
•
risks associated with the ability of GNL and Modiv to terminate the Merger Agreement if the Mergers are not consummated by February 3, 2027;
•
risks associated with the failure of the Modiv Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code;
•
risks relating to approval of the Modiv Merger and related transactions by Modiv stockholders;
•
risks relating to the adverse outcome in any litigation or other legal proceedings relating to the Merger Agreement, or the transactions contemplated thereby;
•
risks relating to the incurrence of substantial expenses related to the Mergers and the transactions contemplated by the Merger Agreement;
•
risks relating to the failure to integrate the businesses of GNL and Modiv;
•
risks relating to the inability of GNL to attract and retain key personnel;
•
risks relating to the ability of GNL to effectively manage its expanded operations following the Mergers;
•
risks relating to the trading prices of GNL Common Stock following the Mergers;
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TABLE OF CONTENTS
•
risks relating to certain contractual rights of counterparties to agreements with GNL or Modiv;
•
risks relating to an increase in GNL’s anticipated level of indebtedness upon completion of the Mergers;
•
risks relating to the failure of GNL or Modiv to qualify as a REIT;
•
risks relating to a decline in the market price of GNL Common Stock as a result of the Mergers and the transactions contemplated by the Merger Agreement;
•
risks relating to a difference in rights of stockholders of GNL and Modiv;
•
risks relating to the volatility of GNL Common Stock; and
•
those additional risks and factors discussed in reports filed with the SEC by GNL and Modiv from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q.
Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Neither GNL nor Modiv undertakes any duty to update any forward-looking statements appearing in this document, except as may be required by applicable securities laws.
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TABLE OF CONTENTS
THE PARTIES TO THE MERGERS
Global Net Lease, Inc. and Global Net Lease Operating Partnership, L.P.
GNL is an internally managed REIT that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S. and Western and Northern Europe.
As of March 31, 2026, GNL owned 809 properties consisting of 40.3 million rentable square feet, which were 97% leased, with a weighted-average remaining lease term of 5.9 years. Based on the percentage of annualized rental income on a straight-line basis as of March 31, 2026, approximately 74% of GNL’s properties were located in the U.S. and Canada and approximately 26% were located in Europe. In addition, as of March 31, 2026, GNL’s portfolio was comprised of 47% Industrial & Distribution properties, 27% Retail properties and 26% Office properties. The percentages are calculated using annualized straight-line rent converted from local currency into USD as of March 31, 2026. The straight-line rent includes amounts for tenant concessions.
GNL maintains its principal executive office at 650 Fifth Avenue, 30th Floor, New York, New York 10019. GNL’s Investor Relations telephone number is (332) 265-2020.
The GNL Common Stock is publicly traded on the NYSE, under the ticker symbol “GNL.”
Additional information about GNL is included in documents incorporated by reference in this proxy statement/prospectus. See “ Where You Can Find More Information ” beginning on page 207 .
Modiv Industrial, Inc.
Modiv is an internally-managed Maryland corporation that acquires, owns and manages a portfolio of single-tenant net-lease properties throughout the U.S., with a focus on critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. Modiv also owned three non-core, legacy retail and office real estate properties as of March 31, 2026. Modiv seeks to provi
### EX-23.5 - EXHIBIT 23.5
EX-23.5
2
tm2615734d2_ex23-5.htm
EXHIBIT 23.5
Exhibit 23.5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-4 of Global Net Lease, Inc. of our report dated February 25, 2026 relating to the financial
statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Global
Net Lease Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025. We also consent to the reference to us under the
heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 1, 2026
1
### EX-23.6 - EXHIBIT 23.6
EX-23.6
3
tm2615734d2_ex23-6.htm
EXHIBIT 23.6
Exhibit 23.6
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 25, 2026, with respect to the
consolidated financial statements of Modiv Industrial, Inc. included in the Annual Report on Form 10 - K for the year ended December
31, 2025, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of aforementioned
report in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
Newport Beach, California
June 1, 2026
### EX-99.1 - EXHIBIT 99.1
EX-99.1
4
tm2615734d2_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
CONSENT OF TRUIST SECURITIES, INC.
Board of Directors of Modiv Industrial, Inc.
1500 North Grant Street, Unit 5609
Denver, Colorado 80203
RE: |
Joint Proxy Statement of Modiv Industrial, Inc. (“Modiv”) and Global Net Lease, Inc. (“GNL”) / Prospectus of GNL, which forms part of the Registration Statement on Form S-4 of GNL (the “Registration Statement”). |
Members of the Board:
We hereby consent to the inclusion of our opinion
letter, dated May 3, 2026, to the Board of Directors of Modiv as Annex B to the Joint Proxy Statement/Prospectus included in the
Registration Statement filed with the Securities and Exchange Commission today and the references to our firm and our opinion, including
the quotation or summarization of such opinion, in such Registration Statement, under the headings “SUMMARY – Opinion of
the Modiv’s Financial Advisor,” “RISK FACTORS – Risk relating to the Mergers, ”THE MERGERS – Background
of the Mergers,” “THE MERGERS — Modiv’s Board Recommendations and Reasons for the Mergers” and “THE
MERGERS — Opinion of Modiv’s Financial Advisor.” The foregoing consent applies only to the Registration Statement
being filed with the Securities and Exchange Commission today and not to any amendments or supplements to the Registration Statement,
and our opinion is not to be filed with, included in or referred to in whole or in part in any other registration statement (including
any amendments to the above-mentioned Registration Statement), proxy statement or any other document, except in accordance with our prior
written consent.
In giving our consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange Commission thereunder, nor do we admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission thereunder.
|
Dated: June 1, 2026 |
|
|
|
TRUIST SECURITIES, INC. |
|
|
|
/s/ Truist Securities, Inc. |
### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES
0001526113
2026-05-30
2026-05-30
0001526113
1
2026-05-30
2026-05-30
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
S-4
|
Global Net Lease, Inc.
|
Table 1: Newly Registered and Carry Forward Securities
|
☐Not Applicable
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
Newly Registered Securities
|
Fees to be Paid
|
1
|
Equity
|
Common Stock, par value $0.01 per share
|
457(a)
|
20,389,248
|
|
$
372,307,668.48
|
0.0001381
|
$
51,415.69
|
|
|
|
|
Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
372,307,668.48
|
|
$
51,415.69
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
51,415.69
|
|
|
|
|
Offering Note
|
1
|
Rule 457(f) Fee Calculation Details
Represents the estimated maximum number of shares of common stock, par value $0.01 per share, of Global Net Lease, Inc. ("GNL" and such shares, the "GNL Common Stock") issuable pursuant to the Modiv Merger (as defined in the proxy statement/prospectus). The number of shares of GNL Common Stock being registered is based on (x) 10,323,670 shares of Class C common stock, par value $0.001 per share, of Modiv Industrial, Inc. ("Modiv" and such shares, the "Modiv Common Stock") issued and outstanding as of June 1, 2026, multiplied by (y) the exchange ratio of 1.975 shares of GNL Common Stock for each share of Modiv Common Stock.
Pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the registration fee, the maximum aggregate offering price is equal to the aggregate market value of the approximate number of shares of Modiv Common Stock to be exchanged for GNL Common Stock in the Modiv Merger based upon a market value of $18.26 per share of Modiv Common Stock, the average of the high and low sale prices per share of Modiv Common Stock on the New York Stock Exchange on May 22, 2026.
|
|
Amount of Securities to be Received or Cancelled |
Value per Share of Securities to be Received or Cancelled |
Total Value of Securities to be Received or Cancelled |
Cash Consideration Received by the registrant |
Cash Consideration (Paid) by the registrant |
Maximum Aggregate Offering Price |
|
20,389,248
|
$
18.26
|
$
372,307,668.48
|
$
372,307,668.48
|
|
Table 2: Fee Offset Claims and Sources
|
☑Not Applicable
|
|
|
Registrant or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
Rules 457(b) and 0-11(a)(2)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Rule 457(p)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 3: Combined Prospectuses
|
☑Not Applicable
|
|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
|
|
|
|
|
|
|