Global Net Lease to acquire Modiv Industrial in $535 million merger agreement

Manhattan, NY Global Net Lease, Inc. (GNL) and Modiv Industrial, Inc. have entered into a definitive merger agreement under which GNL will acquire Modiv in an all-stock transaction valued at an enterprise value of $535 million. The transaction, once completed, will provide GNL with a portfolio of mission-critical industrial properties across the U.S. while also providing Modiv stockholders with an immediate 25% expected increase in annual dividends and the opportunity to participate in the future growth of the combined company.

The transaction is expected to be 4% accretive to GNL’s AFFO per share while remaining leverage neutral, fully preserving GNL’s balance sheet strength and financial flexibility. GNL intends to fully repay all of Modiv’s existing balance sheet debt and pay off Modiv’s preferred stock using its Revolving Credit Facility and cash on hand, requiring no external capital to complete the transaction.

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, holders of Modiv common stock and operating partnership units (“OP units”) will receive 1.975 newly-issued shares of GNL common stock or OP units for each share of Modiv common stock or OP unit they hold at the closing of the transaction, representing a total consideration of approximately $18.82 per Modiv share based on GNL’s closing share price as of May 1, 2026. This represents a 17% premium to Modiv’s closing share price on May 1, 2026, the last full trading day prior to the transaction announcement, and a 28% premium to Modiv’s unaffected share price prior to its January 20, 2026 strategic update. Upon the closing of the transaction, existing GNL stockholders are expected to own 89% of the combined company and Modiv stockholders are expected to own approximately 11%.

“We believe this transaction is a compelling opportunity for GNL to expedite our transition to earnings growth in 2026 following the completion of our deleveraging initiative while continuing to reduce our office exposure,” said Michael Weil, CEO of GNL. “Modiv has thoughtfully assembled a high-quality portfolio of industrial net-lease assets that provide durable and predictable cash flows that align well with our objectives of enhancing earnings and long-term portfolio quality. We anticipate Modiv’s portfolio will integrate seamlessly with our existing portfolio given its weighted-average lease term of 15.0 years¹, 45% investment-grade tenants², and 2.4% annual rent escalations². Importantly, we expect the transaction to be immediately accretive to earnings as well as leverage-neutral while further broadening the diversification and depth of our platform. We look forward to welcoming Modiv stockholders, who will receive GNL shares offering a highly attractive dividend yield, enhanced trading liquidity as part of a larger and more broadly followed platform, and long-term value creation driven by increased scale and earnings growth. We believe GNL represents a compelling opportunity, delivering both immediate income and meaningful upside as we execute on our growth strategy.”

Rob Kauffman, non-executive chairperson of the GNL Board, said, “This is a compelling transaction that we believe strengthens GNL’s portfolio and accelerates our path to long-term earnings growth. Modiv’s high-quality net lease industrial portfolio is an excellent fit for GNL, and we expect this combination will generate meaningful long-term value for stockholders of both companies.”

Aaron Halfacre, president and chief executive officer of Modiv, said, “We have long believed that our portfolio’s quality was historically mispriced by the marketplace and that we would be receptive if someone sought to close the value gap sooner than we could. Over the past year, Modiv attracted substantial interest from a range of suitors, including multiple unsolicited offers, but GNL distinguished itself through the long-term opportunity this transaction creates. I personally believe this transaction represents the best opportunity for Modiv investors to not only receive compelling value today (even before considering the tax advantages of a stock-for-stock deal), but allows us the opportunity to participate in future upside as continuing investors in GNL. Upon closing, this transaction is expected to result in a 25% increase in annual dividend income, paid quarterly, to existing Modiv investors (we will continue to pay our monthly dividend until closing). With a stronger balance sheet alongside true daily liquidity, I believe this transaction is in the best long-term interests of our stockholders, given the meaningful synergies expected and the enhanced scale and capabilities of the combined company. We believe GNL’s recent transformation has created an outstanding platform for durable growth, increasing institutional visibility and lowering its cost of capital. As a future GNL stockholder electing to roll over my entire position, I am confident the combined portfolio will thrive under Michael Weil and GNL’s leadership.”

Thomas Nolan, Jr., chairman of the board of Modiv, said, “After a thorough and disciplined review process, our Board unanimously determined that this transaction represents the best outcome for our stockholders. It is also a clear validation of the strength of our platform and the exceptional execution of our management team, who have built a high-quality portfolio that naturally aligns with a larger, well-capitalized REIT. We are confident this combination positions the assets and stakeholders for continued success.”

Summary of Strategic Benefits:

• Immediate 4% AFFO per Share Accretion: GNL expects that the transaction will immediately be 4% accretive to AFFO per share. The transaction is expected to result in the elimination of duplicative G&A expenses and other cost synergies, totaling approximately $6 million of identified synergies expected to be captured annually.

• Leverage-Neutral Transaction Maintains Balance Sheet and Liquidity Strength: The all-stock transaction was structured to be leverage-neutral, preserving GNL’s balance sheet strength and financial flexibility. This transaction structure is expected to provide GNL with significant capacity to invest in strategic growth initiatives and continue to drive leverage down over the long-term.

• High-Quality Industrial Net Lease Portfolio: GNL will be acquiring a high-quality net lease portfolio concentrated in mission-critical industrial assets, supported by an attractive weighted average lease term of 15.0 years¹ and 2.4% average annual rent escalations². This long-duration lease profile is expected to extend GNL’s weighted average lease term from 6.1 years as of December 31, 2025 to 7.0 years¹ on a pro forma basis and enhance GNL’s portfolio durability and cash flow visibility. Modiv’s portfolio features a well-recognized tenant base of leading global brands, with 45% of annual base rent derived from investment-grade rated tenants³.

• Strengthens Portfolio Quality and Diversification: The acquisition will further strengthen GNL’s overall portfolio mix by significantly increasing exposure to high-quality mission-critical industrial assets while meaningfully reducing office concentration. Modiv’s portfolio is geographically well-diversified, providing exposure to key industrial markets across the United States, which is expected to enhance GNL’s overall portfolio resilience and stability.

• Enhanced Platform to Support Long-Term Growth: The transaction, once completed, will enhance GNL’s overall scale, diversification, and capital flexibility, which is anticipated to position GNL’s platform to more efficiently access capital, pursue strategic investments, and support sustainable long-term growth and value creation.

There are no anticipated changes to GNL’s executive management team or board of directors in connection with the transaction.

Completion of the transaction, which is expected in the third quarter of 2026, is subject to customary closing conditions, including the approval of Modiv stockholders. No approval of GNL stockholders will be required in connection with the transaction.

As a result of the announcement, Modiv does not plan to file its customary earnings release and supplemental information or to host a conference call to discuss its financial results for the quarter ended March 31, 2026 or subsequent quarters.

BMO Capital Markets is acting as sole financial advisor to GNL and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Greenberg Traurig, LLP are serving as legal counsel to GNL.

Truist Securities is acting as sole financial advisor to Modiv and Morrison & Foerster LLP and Venable LLP are serving as legal counsel to Modiv. The Morrison & Foerster team advising Modiv Industrial includes partners Andy Campbell, Lauren Bellerjeau, Joe Sulzbach, and Shane Shelley and associates Gaby Fortun, Patricia Perez Elias and Camille Richieri.

Global Net Lease, Inc. is a publicly traded real estate investment trust that focuses on acquiring and managing a global portfolio of income-producing net lease assets across the U.S., and Western and Northern Europe. 

Modiv Industrial, Inc. is an internally managed REIT that is focused on single-tenant net-lease industrial manufacturing real estate. Modiv actively acquires critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. 

Footnotes

[1] Metric based on square feet as of December 31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.

[2] Metric based on Annual Base Rent as of December 31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.

[3] Investment Grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default. The term “parent” for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant or a guarantor. Based on Annual Base Rent and as of December 31, 2025, Modiv’s portfolio was 23% actual investment grade rated, and 22% implied investment grade rated.