Global Net Lease Inc美股招股说明书(2026-06-24版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Modiv Industrial, Inc.: On May3, 2026, Modiv Industrial, Inc. (“Modiv”) and Global Net Lease, Inc. (“GNL”) entered into anAgreement and Plan of Merger (the “Merger Agreement”) by and among Modiv, Modiv OperatingPartnership, LP (the “Modiv Operating Partnership”), GNL, GNL Motion Merger Sub, LLC (“REIT MergerSub”), Global Net Lease Operating Partnership, L.P. (the “GNL Operating Partnership”) and GNL MotionOpCo Merger Sub, LLC (“OpCo Merger Sub”). Pursuant to the terms of the Merger Agreement and subjectto the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Modiv will merge withand 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 (the “Modiv Merger Effective Time”).Contemporaneously therewith or immediately following the Modiv Merger, OpCo Merger Sub will mergewith and into the Modiv Operating Partnership with the Modiv Operating Partnership being the survivingentity (such merger transaction, the “OpCo Merger” and, together with the Modiv Merger, the “Mergers”) atthe effective time of the OpCo Merger (the “OpCo Merger Effective Time”). At the Modiv Merger Effective Time, subject to the terms and conditions set forth in the MergerAgreement, (i)each share of ClassC common stock, $0.001 par value per share, of Modiv (the “ModivCommon Stock”) issued and outstanding immediately prior to the Modiv Merger Effective Time, other thanany issued and outstanding shares owned by GNL, REIT Merger Sub or any subsidiary of Modiv, GNL orREIT Merger Sub immediately prior to the Modiv Merger Effective Time (“Excluded Shares”), will beconverted 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 ofGNL Common Stock, if any, without interest (the “Modiv Common Stock Merger Consideration”), and(ii)each share of the 7.375% SeriesA Cumulative Redeemable Perpetual Preferred Stock, $0.001 par valueper share, of Modiv (the “Modiv Preferred Stock”) issued and outstanding immediately prior to the ModivMerger Effective Time, other than any Excluded Shares, will be converted into the right to receive anamount in cash equal to $25.00, plus any accrued and unpaid dividends thereon, if any, to, but not including,the date on which the closing of the Mergers occurs (the “Closing Date”). Immediately prior to the OpCoMerger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, eachoutstanding unit of ClassX limited partnership interest (the “ClassX Units”) in the Modiv OperatingPartnership will immediately vest in full and be converted into one unit of ClassC limited partnershipinterest (the “ClassC Units”) in the Modiv Operating Partnership. At the OpCo Merger Effective Time,subject to the terms and conditions set forth in the Merger Agreement, each outstanding ClassC Unit (otherthan ClassC Units held by Modiv, GNL, GNL Operating Partnership, REIT Merger Sub, OpCo Merger Subor any of their respective wholly owned subsidiaries immediately prior to the OpCo Merger Effective Time)will be converted into the right to receive 1.975units of limited partnership interest in the GNL Operating Partnershipdesignated 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, withoutinterest. Following the Modiv Merger Effective Time, the Modiv Common Stock and Modiv Preferred Stockwill be delisted from the New York Stock Exchange (“NYSE”) and deregistered under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Stockholder Meeting Modiv has scheduled a special meeting of its common stockholders to be held on August 10, 2026 inconnection with the Mergers and related transactions (including any adjournment or postponement thereof,the “Special Meeting”). The Special Meeting will be held in a virtual-only format atwww.virtualshareholdermeeting.com/MDV2026SM, on August 10, 2026, at 12:00 p.m., Mountain Time. At the Special Meeting, Modiv’s common stockholders will be asked to consider and vote on (i)aproposal to approve the Modiv Merger, pursuant to the terms of the Merger Agreement and the othertransactions contemplated by the Merger Agreement (the “Merger Proposal”), (ii)a proposal to approve, bya non-binding, advisory vote, the compensation that may be paid or become payable to Modiv’s namedexecutive officers in connection with the Mergers (the “Merger Compensation Proposal”) and (iii)aproposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additionalproxies in favor of the Merger Proposal, if there are insufficient votes at the time of such adjournment toapprove the Merger Proposal (the