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NYSE: GNL Global Net Lease, Inc. 424B3

Global Net Lease (GNL) merger with Modiv: 1.975 exchange ratio, $2.9B post-merger debt

Filed June 24, 2026 · ~2 min read

Offering filing cluster

Same offering
  1. 424B3 Jun 24, 2026 This filing EDGAR →
  2. 8-K Jun 29, 2026 GNL sells $74M in assets since Q1, reducing office to 21% ahead of $535M Modiv acquisition EDGAR →

Key Changes

  • high

    GNL will acquire Modiv in an all-stock merger with a fixed 1.975 exchange ratio (GNL shares per Modiv share), exposing Modiv stockholders to GNL stock price movements. Recent trading implies a Modiv share value range of $17.83 to $18.88 with no price protection.

    Risk Factors verify on EDGAR →
  • high

    Post-merger, GNL's consolidated debt will increase from $2.6 billion to approximately $2.9 billion, including assumed Modiv debt and $42 million cash for Modiv preferred stock. This higher leverage heightens financial risk and may limit operational flexibility.

    Risk Factors verify on EDGAR →
  • high

    Modiv faces termination fees of $10 million (if its board changes recommendation or accepts a superior proposal) or $15 million (for material breach preventing closing). These fees could discourage competing bids.

    Risk Factors verify on EDGAR →

3 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Source-verified from EDGAR · Narrative written by AI · Jul 13, 2026 · How we verify