Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when GNL files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsGNL completes $535M Modiv acquisition, issuing 20.4M shares and paying $42.3M cash
Filed August 13, 2026 · Period ending August 12, 2026 · ~2 min read
Key Changes
-
high
GNL closed acquisition of Modiv Industrial for $535M, issuing ~20.4M shares (1.975 per Modiv share) to common stockholders and paying $42.3M cash to preferred holders, funded via revolving credit facility.
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
high
Transaction priced at 7.6% cash cap rate and 8.7% GAAP cap rate, expected to be 4% accretive to AFFO per share on a leverage-neutral basis.
Exhibit 99.1 view on EDGAR → -
high
Acquired portfolio has 15-year weighted average lease term, 45% of rent from investment-grade tenants, and 2.4% average annual rent escalations; increases GNL's industrial exposure to ~50% of total rent.
Exhibit 99.1 view on EDGAR → -
medium
GNL Operating Partnership issued ~4.9M OP units to former Modiv unitholders at same 1.975 exchange ratio, redeemable for cash or GNL common stock at company's election.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
medium
GNL amended operating partnership agreement to add tax protection for limited partners and granted itself call right to redeem OP units for common stock.
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR →
Summary
Global Net Lease completed its acquisition of Modiv Industrial on August 12, 2026, adding a $535 million portfolio of industrial net-lease properties. The transaction was structured as a stock-and-cash deal: GNL issued approximately 20.4 million common shares to Modiv common stockholders at a 1.975 exchange ratio and paid $42.3 million in cash to retire Modiv's preferred stock.
GNL funded the cash consideration and assumed debt repayment through its existing revolving credit facility while maintaining leverage neutrality. The acquisition economics appear favorable. Management priced the portfolio at a 7.6% cash cap rate and expects 4% immediate accretion to AFFO per share.
The acquired assets feature long-duration leases (15-year weighted average term), investment-grade tenant concentration (45% of rent), and embedded growth through 2.4% average annual rent escalations. The transaction shifts GNL's portfolio composition to approximately 50% industrial by rent and extends the company's overall weighted average lease term from 5.7 years to 6.6 years pro forma. For existing GNL shareholders, the 20.4 million share issuance represents meaningful dilution, though management's accretion guidance suggests the acquired cash flows more than offset the expanded share count. The use of revolver borrowings to fund the cash component increases near-term leverage despite the "leverage-neutral" characterization, which likely refers to maintaining debt-to-equity ratios rather than absolute debt levels. The portfolio's long lease terms and contractual escalations provide cash flow visibility, but investors should monitor integration execution and the company's ability to deliver the projected AFFO accretion.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
each share of Class C common stock, $0.001 par value per share, of Modiv (the “Modiv Common Stock”) issued and outstanding immediately prior to the Modiv Merger Effective Time, other than any Modiv Common Stock or Modiv Preferred Stock (as defined below) owned by GNL, REIT Merger Sub or any subsidiary of GNL, Modiv or REIT Merger Sub immediately prior to the Modiv Merger Effective Time (“Excluded Shares”), converted into the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (the “GNL Common Stock”), without interest, plus the right to receive cash in lieu of any fractional shares of GNL Common Stock, if any, without interest (the “Common Stock Merger Consideration”)
GNL completed its acquisition of Modiv through a merger transaction. Each share of Modiv common stock converted into 1.975 shares of GNL common stock. This exchange ratio determines the ownership dilution for existing GNL shareholders and the equity stake received by former Modiv shareholders.
Added in current filing · verify on EDGAR →
each share of the 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, of Modiv (the “Modiv Preferred Stock”) issued and outstanding immediately prior to the Modiv Merger Effective Time, other than any Excluded Shares, converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to, but not including, the Closing Date (the “Preferred Stock Merger Consideration”)
Modiv preferred stockholders received $25.00 per share in cash plus accrued unpaid dividends. This represents a cash outflow for GNL to retire Modiv's preferred equity as part of the acquisition structure.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
at the OpCo Merger Effective Time, each outstanding Class C Unit (other than Class C Units held by GNL, Modiv, GNL Operating Partnership, REIT Merger Sub, OpCo Merger Sub or any of their respective wholly-owned subsidiaries immediately prior to the OpCo Merger Effective Time) converted into the right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership designated as OP Units (as defined in the agreement of limited partnership of GNL Operating Partnership, “GNL OP Units”), plus the right to receive cash in lieu of any fractional GNL OP Units, if any, without interest.
Modiv operating partnership units converted into GNL OP units at the same 1.975 exchange ratio as the common stock merger. This maintains the REIT's UPREIT structure and allows former Modiv unitholders to defer taxes by receiving partnership units rather than stock.
Event · Item 3.02 — Unregistered Sales of Equity Securities
GNL Operating Partnership will issue approximately 4.9 million OP units to former Class C unitholders following an OpCo merger.
Added in current filing · verify on EDGAR →
As a result of the OpCo Merger, GNL Operating Partnership will issue approximately 4,914,528 GNL OP Units to former holders of Class C Units.
Global Net Lease's operating partnership will issue approximately 4.9 million operating partnership units to former Class C unitholders as consideration in an OpCo merger. These units are redeemable for cash or, at GNL's option, for common stock on a one-for-one basis. The issuance is exempt from SEC registration under Section 4(a)(2) of the Securities Act.
Added in current filing · verify on EDGAR →
Holders of GNL OP Units will have the same rights as all other holders of OP units (other than GNL and any of its wholly-owned subsidiaries) to redeem, subject to certain restrictions and pursuant to the terms of the GNL OpCo Partnership Agreement, such GNL OP Units for cash, subject to GNL’s right to satisfy such redemption with shares of GNL Common Stock on a one-for-one basis, adjusted as appropriate by the Conversion Factor (as such term is defined in the GNL OpCo Partnership Agreement).
The newly issued OP units carry redemption rights allowing holders to exchange them for cash, though GNL can elect to satisfy redemptions with common stock instead on a one-for-one basis. This structure is typical for REIT operating partnerships and gives unitholders liquidity options while allowing GNL to manage its capital structure. The conversion factor adjustment mechanism provides for potential dilution protection.
Event · Item 7.01 — Regulation FD Disclosure
Global Net Lease announced completion of mergers via press release.
Added in current filing · verify on EDGAR →
On August 13, 2026, GNL issued a press release announcing the completion of the Mergers
Global Net Lease disclosed that mergers have been completed as of August 13, 2026. The filing does not provide details about the merger parties, transaction structure, or financial terms — only that the completion was announced via press release attached as Exhibit 99.1.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
On August 12, 2026, Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”) completed its previously announced acquisition of Modiv Industrial, Inc. (“Modiv”), adding a portfolio of high-quality industrial net-lease properties across the United States.
GNL closed its acquisition of Modiv Industrial on August 12, 2026, adding a $535 million portfolio of industrial net-lease properties. The transaction increases GNL's industrial exposure to approximately 50% of total straight-line rent and extends the weighted average remaining lease term from 5.7 years to 6.6 years on a pro forma basis. Note: these figures were previously disclosed in the company's Aug 5, 2026 8-K.
Added in current filing · view on EDGAR →
Under the terms of the merger agreement, each share of Modiv common stock was converted into the right to receive 1.975 newly issued shares of GNL common stock and each share of Modiv preferred stock converted into the right to receive an amount in cash equal to $25.00, plus any accrued and unpaid dividends. Following the closing of the transaction, Modiv's common stock and preferred stock were delisted from the New York Stock Exchange (“NYSE”), and former Modiv common stockholders now own shares of GNL common stock, which continues to trade on the NYSE under the symbol “GNL.”
Modiv common stockholders received 1.975 newly issued GNL shares per Modiv share, while Modiv preferred stockholders received $25.00 per share in cash plus accrued dividends. Modiv's securities were delisted from the NYSE following the transaction close, and former Modiv common stockholders now hold GNL common stock.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
The transaction closed following approval by Modiv stockholders at a special meeting held on August 10, 2026. No vote of GNL stockholders was required to complete the transaction.
Modiv stockholders approved the transaction at a special meeting on August 10, 2026. GNL stockholders were not required to vote on the acquisition.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Aug 14, 2026 · How we verify