Modiv Industrial (MDV) Proxy filing summary

Executive summary

• Modiv Industrial, Inc. and Global Net Lease, Inc. have entered into a definitive merger agreement, under which Modiv will merge into a subsidiary of GNL, and Modiv Operating Partnership will merge into a GNL subsidiary, creating a combined entity with expanded scale and diversification.

• Modiv stockholders will receive 1.975 shares of GNL common stock for each Modiv common share, and Modiv preferred stockholders will receive $25.00 per share in cash plus accrued dividends.

• The merger is subject to approval by Modiv stockholders at a special meeting scheduled for August 10, 2026, and is expected to close in the third quarter of 2026, pending satisfaction of customary closing conditions.

• The Modiv Board unanimously recommends voting in favor of the merger and related proposals, citing strategic, financial, and operational benefits for stockholders.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: approval of the merger, a non-binding advisory vote on executive compensation related to the merger, and approval to adjourn the meeting if necessary to solicit additional proxies.

• Approval of the merger requires a majority of outstanding Modiv common shares; the other proposals require a majority of votes cast.

• The Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• No Modiv directors will join the GNL Board post-merger; Modiv management will not join the combined company’s management team.

• The merger agreement includes provisions for indemnification and insurance for Modiv’s current and former directors and officers for six years post-closing.