NYSE: GNL Global Net Lease, Inc. 8-K

GNL to acquire Modiv Industrial for ~$535M in stock, raises 2026 AFFO guidance

Filed August 5, 2026 · Period ending August 5, 2026 · ~2 min read

Key Changes

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GNL announced all-stock acquisition of Modiv Industrial valued at ~$535M enterprise value; Modiv holders receive 1.975 GNL shares per share (17% premium to May 1 close); transaction expected to close mid-August 2026 pending Modiv stockholder vote on August 10, projected 4% AFFO accretive and leverage-neutral.

Exhibit 99.1 view on EDGAR →
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GNL raised full-year 2026 AFFO guidance to $0.82–$0.85 per share from $0.80–$0.84, reflecting strong Q2 execution with $0.22 AFFO per share, 5.6% renewal leasing spread, and continued disposition progress.

Exhibit 99.1 view on EDGAR →
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Year-to-date dispositions totaled $263M (78% office assets), including $145M of occupied properties at 7.6% cash cap rate; program reduced net debt by $630M since Q2 2025, bringing net debt to adjusted EBITDA to 6.6x within target range.

Exhibit 99.1 view on EDGAR →
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GNL refinanced $1.8B revolving credit facility with immediate 35 basis point spread reduction, extending weighted average debt maturity and boosting liquidity to $919M as of June 30, 2026.

Exhibit 99.1 view on EDGAR →
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CEO Michael Weil will receive 2.2M GNL shares from Bellevue Capital as part of previously disclosed exit, increasing his ownership to ~2.9M shares.

Exhibit 99.1 view on EDGAR →

Summary

Global Net Lease disclosed a pending all-stock acquisition of Modiv Industrial valued at approximately $535 million enterprise value, with Modiv stockholders receiving 1.975 GNL shares per share—a 17% premium to Modiv's May 1, 2026 closing price.

GNL will use its revolving credit facility and cash to repay Modiv's $250 million unsecured debt, $24 million mortgage debt, and $42 million preferred stock, requiring no new external capital. Post-closing, existing GNL stockholders will own approximately 89% of the combined company.

The transaction is expected to close mid-August 2026 pending Modiv stockholder approval on August 10, and is projected to be 4% accretive to AFFO per share while remaining leverage-neutral. GNL also raised its full-year 2026 AFFO guidance to $0.82–$0.85 per share from $0.80–$0.84, reflecting strong Q2 operational performance including a 5.6% renewal leasing spread and continued progress on strategic dispositions. The company has closed $263 million of year-to-date dispositions (78% office assets) at a 7.6% cash cap rate on occupied properties, reducing net debt by $630 million since Q2 2025 and bringing leverage to 6.6x adjusted EBITDA within its target range. GNL also refinanced its $1.8 billion revolving credit facility with an immediate 35 basis point spread reduction, extending debt maturity and enhancing financial flexibility. The Modiv acquisition accelerates GNL's industrial exposure while the disposition program continues to reduce office concentration—both consistent with the company's stated portfolio repositioning strategy.

Section-by-Section Diff

Event · Item 7.01 — Regulation FD Disclosure

~600 words

GNL furnished an investor presentation for use at conferences and meetings, with forward-looking statement disclosures.

2 Added

Added Modiv transaction reference medium

Added in current filing · verify on EDGAR →

These risks and uncertainties include the risks that any potential future acquisition, including the Modiv transaction, or disposition by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all.

The forward-looking statement disclosures reference a potential Modiv transaction as an example of acquisitions subject to market conditions and timing considerations. No details about the transaction structure, terms, or timeline are disclosed in this filing.

Show 1 minor / wording change

Added Investor presentation furnished low

Added in current filing · verify on EDGAR →

On August 5, 2026, Global Net Lease, Inc. (the “Company”) prepared an investor presentation that officers and other representatives of the Company intend to present at conferences and meetings.

The company furnished an investor presentation intended for use by officers and representatives at conferences and meetings. The presentation is provided as Exhibit 99.1 but is not filed for Section 18 liability purposes under the Exchange Act.

Event · Exhibit 99.1

~9,600 words View exhibit on EDGAR ↗

4 Added

Added Q2 2026 earnings and guidance raise high

Added in current filing · view on EDGAR →

GNL is raising its 2026 AFFO per Share Guidance to $0.82 – $0.85, up from $0.80 – $0.84, reflecting continued strong execution across the portfolio

GNL reported Q2 2026 AFFO of $0.22 per share and raised full-year 2026 AFFO guidance to $0.82–$0.85 per share, up from prior guidance of $0.80–$0.84. The company also reported revenue from tenants of $112.5 million, NOI of $99.1 million, and net loss attributable to common stockholders of $7.5 million for the quarter. The guidance increase reflects strong operational execution, including a 5.6% renewal leasing spread and continued progress on strategic dispositions.

Added Modiv Industrial acquisition high

Added in current filing · view on EDGAR →

Global Net Lease, Inc. (“GNL”) to acquire Modiv Industrial Inc. (“MDV”) in all-stock transaction • Transaction valued at enterprise value of approximately $535 million • 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 new external capital to complete the transaction • Post-closing, existing GNL stockholders are expected to own approximately 89% of the combined company and Modiv stockholders are expected to own approximately 11%

GNL announced an all-stock acquisition of Modiv Industrial valued at approximately $535 million enterprise value. Modiv stockholders will receive 1.975 newly-issued GNL shares per Modiv share, representing $18.82 per share based on GNL's May 1, 2026 closing price — a 17% premium to Modiv's closing price that day. GNL will use its revolving credit facility and cash to repay Modiv's $250 million unsecured bank debt, $24 million mortgage debt, and $42 million preferred stock. The transaction is expected to close mid-August 2026 pending Modiv stockholder approval on August 10, 2026, and is projected to be 4% accretive to AFFO per share while remaining leverage-neutral.

Added Disposition activity and office reduction high

Added in current filing · view on EDGAR →

Year-to-date $263 million closed plus disposition pipeline(1), of which 78% is comprised of office sales, further advancing the Company’s strategic initiative to reduce its office exposure; includes $145 million of closed dispositions at a 7.6% cash cap rate(2) on occupied assets, as well as vacant assets that the Company expects to eliminate over $1 million of annualized NOI drag

GNL disclosed $263 million of year-to-date closed dispositions plus active pipeline as of July 31, 2026, with 78% comprising office assets. The company closed $145 million of occupied dispositions at a 7.6% cash cap rate and also sold vacant assets expected to eliminate over $1 million of annualized NOI drag. The disposition program has reduced net debt by $630 million since Q2 2025, bringing net debt to adjusted EBITDA to 6.6x within the target range of 6.5x–6.9x.

Added Revolving credit facility refinancing medium

Added in current filing · view on EDGAR →

GNL refinanced its revolving credit facility at $1.8 billion capacity, achieving an immediate 35 basis point reduction in the interest rate spread. The refinancing extended the company's weighted average debt maturity and enhanced liquidity, which stood at $919 million as of June 30, 2026 (including $765.4 million of availability under the facility and $153.6 million of cash). The improved pricing reflects the company's strengthened credit profile following significant deleveraging.