Form 8-K
8-K — MODIV INDUSTRIAL, INC.
Accession: 0001645873-26-000075
Filed: 2026-08-11
Period: 2026-08-10
CIK: 0001645873
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Submission of Matters to a Vote of Security Holders
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — cik0001645873-20260810.htm (Primary)
EX-99.1 (modivreit-20268_specialmee.htm)
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8-K
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2026
Modiv Industrial, Inc.
(Exact name of registrant as specified in its charter)
Maryland
001-40814
47-4156046
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1500 North Grant Street #5609
Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 686-6348
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class C Common Stock, $0.001 par value per share
MDV
New York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
MDV.PA
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 5.07.
Submission of Matters to a Vote of Security Holders.
As previously disclosed, on May 3, 2026, Modiv Industrial, Inc. (the “Company” or “Modiv”) and Global Net Lease, Inc. (“GNL”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, 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. 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.
On August 10, 2026, the Company held a virtual special meeting of stockholders (the “Special Meeting”) to consider the following proposals:
1.Merger Proposal. 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”).
2.Merger Compensation Proposal. 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”).
3.Adjournment Proposal. A proposal to approve the adjournment of the Special Meeting one or more times if necessary or appropriate to permit, among other things, further solicitation proxies in favor of the Merger Proposal (the “Adjournment Proposal”).
As of the close of business on June 22, 2026, the record date for the Special Meeting, there were 10,323,670 shares of the Company’s Class C common stock, par value $0.001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 6,762,735 shares of Common Stock, representing approximately 65.5% of the voting power of the outstanding shares of Common Stock entitled to vote, were present in person or represented by proxy at the Special Meeting, constituting a quorum to conduct business.
Each proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 24, 2026, The Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal were each approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are presented below.
Proposal 1: The Merger Proposal
Approval of the Merger Proposal required the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote on the Merger Proposal. The Merger Proposal was approved.
For Against Abstain
6,363,283 295,685 103,767
Proposal 2: The Merger Compensation Proposal
Approval of the Merger Compensation Proposal required the affirmative vote of a majority of votes cast on the Merger Compensation Proposal. The Merger Compensation Proposal was approved.
For Against Abstain
5,324,201 1,197,030 241,504
Proposal 3: The Adjournment Proposal
Approval of the Adjournment Proposal required the affirmative vote of a majority of votes cast on the Adjournment Proposal. The Adjournment Proposal was approved, but was not necessary in light of the approval of the Merger Proposal.
For Against Abstain
6,179,854 444,243 138,638
Item 7.01.
Regulation FD Disclosure.
Press Release
On August 10, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in Item 7.01 of this Current Report on Form 8-K, including the information in press release attached hereto as Exhibit 99.1, is “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Furthermore, the information set forth Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached hereto as Exhibit 99.1, shall not be deemed to be incorporated by reference in the filings of the registrant under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release announcing results, dated as of August 10, 2026
104
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MODIV INDUSTRIAL, INC.
By: /s/ JOHN C. RANEY
Name: John C. Raney
Title: Chief Financial Officer, General Counsel and Secretary
Date: August 10, 2026
EX-99.1
EX-99.1
Filename: modivreit-20268_specialmee.htm · Sequence: 2
Document
Exhibit 99.1
Modiv Industrial Stockholders Approve Merger with Global Net Lease
Denver, CO, August 10, 2026 – Modiv Industrial, Inc. (“Modiv Industrial,” “Modiv” or the “Company”) (NYSE:MDV), announced today that Modiv's common stockholders have approved the previously announced acquisition of Modiv Industrial by Global Net Lease, Inc. (NYSE:GNL) (the "Transaction") at the special meeting of Modiv’s common stockholders held earlier today (the “Special Meeting"). At the Special Meeting, approximately 94% of the votes cast were voted in favor of the Transaction, which represented more than 61% of the outstanding common shares of Modiv.
The Company expects the Transaction to be completed on or about August 12, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions. The Company will provide final vote results for the Special Meeting, as certified by the independent Inspector of Election, on a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
“On behalf of the entire Modiv team, I wish to personally thank our stockholders for the opportunity to have been a steward of your hard-earned investment capital. We worked hard, oftentimes against market odds, in our pursuit to deliver to you more dividend income and continued upside potential. Upon the closing of this transaction, not only will our investors see a 25% increase in their dividend, but they will own GNL stock with a highly capable GNL management team committed to achieving even greater financial results. We wish all of you the very best in your investment journey – it’s been an honor. Grit, grind, we got it done!”, stated Aaron Halfacre, CEO of Modiv Industrial.
BMO Capital Markets acted as sole financial advisor to GNL and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Greenberg Traurig, LLP served as legal counsel to GNL.
Truist Securities acted as sole financial advisor to Modiv and Morrison & Foerster LLP and Venable LLP served as legal counsel to Modiv.
About Modiv Industrial
Modiv Industrial, Inc. is an internally managed REIT that is focused on single-tenant net-lease industrial manufacturing real estate. The Company actively acquires critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. For more information, please visit: www.modiv.com.
Forward-looking Statements
This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Transaction and the parties thereto. All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding the transaction between GNL and Modiv; the anticipated benefits and timing of the Transaction, GNL’s future financial performance; and other statements regarding management’s intentions, beliefs, or expectations with respect to the GNL’s future performance following the consummation of the Transaction, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on the current expectations and assumptions of GNL and Modiv and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) GNL’s or Modiv’s continued qualification as a REIT under the Internal Revenue Code of 1986, as amended, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (3) the outcome of any legal proceedings that have been or may be instituted against the parties in connection with the Transaction; (4) the inability to complete the Transaction, including due to failure to satisfy the conditions to closing; (5) the risk that the Transaction disrupts GNL’s current plans, business relationships, performance, operations and business generally as a result of the announcement and consummation of the Transaction; (6) the risk that the price of GNL’s securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, geopolitical tensions, and macro-economic and social environments affecting its business; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Transaction; (9) changes in applicable laws or regulations; (10) risks related to GNL and Modiv’s business, including client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, re-leasing uncertainties, and potential damages from natural disasters; competition, impairments in the value of real estate assets; changes in domestic and foreign income tax laws and rates; and (11) other risks detailed from time to time in GNL or Modiv’s filings with the SEC, including the definitive proxy statement/prospectus filed with the SEC on June 24, 2026. These filings identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue
reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
Inquiries:
management@modiv.com
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Aug. 10, 2026
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Entity File Number
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Entity Tax Identification Number
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Entity Address, Address Line One
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Entity Address, City or Town
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Trading Symbol
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Security Exchange Name
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7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
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