Form 8-K/A

8-K/A — Global Net Lease, Inc.

Accession: 0001104659-26-106905

Filed: 2026-09-11

Period: 2026-08-12

CIK: 0001526113

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2624701d2_8ka.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2624701d2_ex23-1.htm)

EX-99.4 — EXHIBIT 99.4 (tm2624701d2_ex99-4.htm)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.

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 13, 2026

(August 12, 2026)

Global Net Lease, Inc.

(Exact name of registrant as specified in its

charter)

Maryland

001-37390

45-2771978

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

650 Fifth Avenue, 30th Floor

New York, New York

10019

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number,

including area code: (332) 265-2020

(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

which

registered

Common

Stock, $0.01 par value per share

GNL

New York Stock Exchange

7.25%

Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share

GNL PR A

New York Stock Exchange

6.875%

Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share

GNL PR B

New York Stock Exchange

7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par

value per share

GNL PR D

New York Stock Exchange

7.375%

Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share

GNL PR E

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 ¨

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.

INTRODUCTORY

NOTE

On August 13,

2026, Global Net Lease, Inc. (“GNL”) filed a Current Report on Form 8-K (the “Original Form 8-K”)

reporting the completion, on August 12, 2026, of the transactions contemplated by that certain Agreement and Plan of Merger, dated

May 3, 2026, by and among GNL, GNL Motion Merger Sub, LLC, Global Net Lease Operating Partnership, L.P., GNL Motion OpCo Merger Sub,

LLC, Modiv Industrial, Inc. (“Modiv”) and Modiv Operating Partnership, LP.

This Current

Report on Form 8-K/A (this “Amendment”) amends the Original Form 8-K solely to include the pro forma financial information

required by Item 9.01(b) of Form 8-K and to file the consent of Grant Thornton LLP, Modiv’s independent registered public

accounting firm. Except as provided herein, the disclosures contained in the Original Form 8-K remain unchanged, and this Amendment

should be read together with the Original Form 8-K, which provides a more complete description of the transactions described therein.

The pro forma financial information included in

this Amendment has been presented for informational purposes only, is based on various adjustments and assumptions and is not necessarily

indicative of the financial position or results of operations of GNL that would have occurred had the transactions described in the Original

Form 8-K been completed as of the dates indicated, nor is such information necessarily indicative of GNL’s financial position

or results of operations for any future periods.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements of Modiv required by Item 9.01(a) of

Form 8-K were filed as Exhibits 99.2 and 99.3 to the Original Form 8-K and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance

sheet of GNL as of June 30, 2026, the unaudited pro forma condensed combined statements of operations of GNL for the six months ended

June 30, 2026 and for the year ended December 31, 2025, and the notes related thereto, are filed as Exhibit 99.4 hereto

and incorporated herein by reference.

(d) Exhibits.

Exhibit

Number

Description

23.1

Consent of Grant Thornton LLP, independent registered public accounting firm for Modiv Industrial, Inc.

99.4

Unaudited Pro Forma Condensed Combined Financial Information of Global Net Lease, Inc. as of June 30, 2026 and for the six months ended June 30, 2026 and the year ended December 31, 2025.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

GLOBAL NET LEASE, INC.

Date:

September 11, 2026

By:

/s/ Edward M. Weil, Jr.

Name:

Edward M. Weil, Jr.

Title:

Chief Executive Officer and President (Principal Executive Officer)

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2624701d2_ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

We have issued our report dated

March 25, 2026 with respect to the consolidated financial statements of Modiv Industrial, Inc. included in its Annual Report on Form 10-K

for the year ended December 31, 2025, which are incorporated by reference in this Current Report on Form 8-K/A of Global Net Lease, Inc.

We consent to the incorporation by reference of the said report in the Registration Statements of Global Net Lease, Inc. on Form S-8 (Nos.

333-287595, 333-274487, 333-255191 and 333-214582) and Form S-3 (No. 333-286918).

/s/ GRANT THORNTON LLP

Newport Beach, California

September 11, 2026

EX-99.4 — EXHIBIT 99.4

EX-99.4

Filename: tm2624701d2_ex99-4.htm · Sequence: 3

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

The following unaudited pro

forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of

June 30, 2026 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026

and the year ended December 31, 2025. The unaudited pro forma condensed combined financial information was prepared in accordance

with Article 11 of Regulation S-X in order to give effect to the Merger (as defined and described below) and the assumptions and

adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

On August 12, 2026

(the “Acquisition Date”), Global Net Lease, Inc. (“GNL” or the “Company”), together with its

direct and indirect subsidiaries, GNL Motion Merger Sub, LLC (“REIT Merger Sub”), Global Net Lease Operating Partnership,

L.P. (the “OP”) and GNL Motion OpCo Merger Sub, LLC (“OpCo Merger Sub”) consummated the transactions contemplated

by the Agreement and Plan of Merger (the “Merger Agreement”) with Modiv Industrial, Inc. (NYSE: MDV) (“Modiv”)

and Modiv Operating Partnership, LP (the “Modiv Operating Partnership”).

Pursuant to the terms and

conditions of the Merger Agreement, on the Acquisition Date, (i) Modiv merged with and into REIT Merger Sub with REIT Merger Sub

continuing as the surviving entity (the “Modiv Merger”) and (ii) contemporaneously with the Modiv Merger, OpCo Merger

Sub merged with and into the Modiv Operating Partnership, with the Modiv Operating Partnership being the surviving entity (the “OpCo

Merger” and, together with the Modiv Merger, the “Merger”).

The following unaudited pro

forma condensed combined financial statements have been prepared by applying the acquisition method of accounting with GNL treated as

the acquiror for accounting purposes. The unaudited pro forma condensed combined financial statements are based on the historical consolidated

financial statements of GNL and historical consolidated financial statements of Modiv as adjusted to give effect to the Merger.

The unaudited pro forma condensed

combined financial information is qualified in its entirety and should be read in conjunction with the accompanying notes to the unaudited

pro forma condensed combined financial statements as well as the following documents:

· The separate historical financial statements of GNL as of and for the six months ended June 30, 2026

and the related notes included in GNL’s Quarterly Report on Form 10-Q for the period ended June 30, 2026.

· The separate historical financial statements of GNL as of and for the year ended December 31, 2025

and the related notes included in GNL’s Annual Report on Form 10-K for the year ended December 31, 2025.

· The separate historical financial statements of Modiv as of and for the six months ended June 30,

2026 and the related notes included in Modiv’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, which

have been incorporated by reference into the Company’s current report on Form 8-K/A with which these pro forma financial statements

are filed.

· The separate historical financial statements of Modiv as of and for the year ended December 31, 2025

and the related notes included in Modiv’s Annual Report on Form 10-K for the year ended December 31, 2025, which have

been incorporated by reference into the Company’s current report on Form 8-K/A with which these pro forma financial statements

are filed.

The unaudited pro forma condensed

combined balance sheet as of June 30, 2026 gives effect to the Merger as if it had occurred on June 30, 2026. The unaudited

pro forma condensed combined statements of operations for the six months ended June 30, 2026, and the year ended December 31,

2025 give effect to the Merger as if it had occurred on January 1, 2025.

These unaudited pro forma

condensed combined financial statements have been prepared for informational purposes only, based on assumptions and estimates that GNL’s

management considers appropriate. GNL has not completed the detailed valuation work necessary to finalize the required estimated fair

values and estimated lives of Modiv’s assets acquired and liabilities assumed and the related allocation of the purchase price,

and the final allocation of the purchase price will be determined after completion of an analysis to determine the estimated fair value

of Modiv’s assets and liabilities, and associated tax adjustments. The pro forma adjustments contained herein reflect management's

best estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are

subject to change as additional information becomes available and additional analyses are performed. GNL’s management believes these

assumptions provide a reasonable basis for presenting the material effects directly attributable to the Merger, and that the adjustments

have been appropriately applied throughout these financial statements. As these unaudited pro forma condensed combined financial statements

have been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein.

These unaudited pro forma condensed combined financial statements are not intended to reflect what GNL's actual financial condition or

results of operations would have been had the Merger occurred on the dates indicated, nor are they intended to be indicative of GNL's

future financial position or results of operations. Further, these unaudited pro forma condensed combined financial statements do not

reflect any operating synergies, cost savings or revenue enhancements that may result from the Merger, the costs to integrate the operations

of GNL and Modiv, or the costs necessary to achieve those operating synergies, cost savings and revenue enhancements.

GLOBAL NET LEASE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE

SHEET

AS OF JUNE 30, 2026

(In thousands, except share and per share amounts)

HISTORICAL

GNL

HISTORICAL

MODIV AS

RECLASSIFIED

PRO FORMA

TRANSACTIONS

ADJUSTMENTS

PRO

FORMA

GNL

COMBINED

(Note 2)

(Note 4)

ASSETS

Real estate investments, at cost:

Land

$ 636,934

$ 108,600

$ 9,260 (a)

$ 754,794

Buildings, fixtures and improvements

3,468,728

388,749

(21,613 )(b)

3,835,864

Construction in progress

406

—

406

Acquired intangible lease assets

492,330

15,100

37,659 (c)

545,089

Total real estate investments, at cost

4,598,398

512,449

25,306

5,136,153

Less accumulated depreciation and amortization

(989,221 )

(75,498 )

75,498 (d)

(989,221 )

Total real estate investments, net

3,609,177

436,951

100,804

4,146,932

Real estate assets held for sale

33,834

—

33,834

Assets related to discontinued operations

—

Cash and cash equivalents

153,640

21,626

— (e)

175,266

Restricted cash

14,352

—

14,352

Derivative assets, at fair value

978

1,705

(451 )(f)

2,232

Unbilled straight-line rent

71,952

25,595

(25,595 )(g)

71,952

Operating lease right-of-use asset

60,958

—

60,958

Prepaid expenses and other assets

53,636

1,783

—

55,419

Multi-tenant disposition receivable, net

2,475

—

2,475

Deferred tax assets

5,105

—

5,105

Goodwill

45,516

—

876 (h)

46,392

Deferred financing costs, net

14,465

—

14,465

Total Assets

$ 4,066,088

$ 487,660

$ 75,634

$ 4,629,382

LIABILITIES AND EQUITY

Mortgage notes payable, net

$ 986,880

$ 23,590

$ (23,590 )(i)

$ 986,880

Credit facility term loan, net

—

249,749

(249,749 )(j)

—

Revolving credit facility

472,946

—

316,514 (k)

789,460

Senior notes, net

940,019

—

940,019

Acquired intangible lease liabilities, net

15,781

6,604

7,159 (l)

29,544

Derivative liabilities, at fair value

1,797

—

1,797

Accounts payable and accrued expenses

42,771

4,208

4,813 (m)

51,792

Operating lease liability

40,043

—

40,043

Prepaid rent

26,962

1,341

—

28,303

Deferred tax liability

17,403

—

17,403

Dividends payable

11,623

2,054

(2,054 )(n)

11,623

Real estate liabilities held for sale

164

—

164

Liabilities related to discontinued operations

596

—

596

Total Liabilities

2,556,985

287,546

53,093

2,897,624

Commitments and contingencies

—

Stockholders’ Equity:

Preferred stock, at par

240

(2 )(o)

240

Common stock, at par

3,440

193 (p)

3,644

Additional paid-in capital

4,205,625

338,171

(155,089 )(q)

4,388,707

Treasury stock

—

(7,112 )

7,112 (r)

—

Accumulated other comprehensive income

16,480

755

(755 )(s)

16,480

Accumulated deficit

(2,716,682 )

(170,579 )

165,766 (t)

(2,721,495 )

Total Stockholders’ Equity

1,509,103

161,248

17,225

1,687,576

Non-controlling interest

—

38,866

5,316 (u)

44,182

Total Equity

1,509,103

200,114

22,541

1,731,758

Total Liabilities and Equity

$ 4,066,088

$ 487,660

$ 75,634

$ 4,629,382

GLOBAL NET LEASE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except share and per share amounts)

HISTORICAL

GNL

HISTORICAL

MODIV AS

RECLASSIFIED

PRO FORMA

TRANSACTIONS

ADJUSTMENTS

PRO FORMA

GNL

COMBINED

(Note 2)

(Note 5)

Revenue from tenants

$ 221,761

$ 23,397

$ (463 )(a)

$ 244,695

Expenses:

Property operating

26,325

1,729

—

28,054

Impairment charges

14,810

—

14,810

Merger, transaction and other costs

10,948

3,403

—

14,351

General and administrative

24,028

2,711

—

26,739

Equity-based compensation

7,984

1,548

—

9,532

Depreciation and amortization

83,124

7,364

3,179 (c)

93,667

Total expenses

167,219

16,755

3,179

187,153

Operating income before gain on dispositions of real estate investments

54,542

6,642

(3,642 )

57,542

Gain on dispositions of real estate investments

31,129

7,542

—

38,671

Operating income

85,671

14,184

(3,642 )

96,213

Other income (expense):

Interest expense

(78,011 )

(7,957 )

2,577 (d)

(83,391 )

Loss on extinguishment and modification of debt

(13,618 )

—

(13,618 )

Gain on derivative instruments

2,763

—

2,763

Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness

1,816

—

1,816

Income from unconsolidated investment in a real estate property

—

— (e)

Other income

450

(75 )

—

375

Total other (expense) income, net

(86,600 )

(7,994 )

2,577

(92,017 )

Net (loss) income before income tax

(929 )

6,190

(1,065 )

4,196

Income tax expense

(6,417 )

—

(6,417 )

(Loss) income from continuing operations

(7,346 )

6,190

(1,065 )

(2,221 )

Net (income) loss attributable to non-controlling interest

—

(902 )

949 (f)

Preferred stock dividends

(21,872 )

(1,548 )

1,548 (g)

(21,872 )

Net (loss) income from continuing operations attributable to common stockholders

$ (29,218 )

$ 3,740

$ 1,432

$ (24,046 )

Basic and Diluted Loss Per Share:

Net loss per share from continuing operations attributable to common stockholders — Basic and Diluted

$ (0.14 )

$ (0.11 )

Weighted average common shares outstanding — Basic and Diluted (h)

212,681,722

233,069,479

GLOBAL NET LEASE, INC

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(In thousands, except share and per share amounts)

HISTORICAL

GNL

HISTORICAL

MODIV AS

RECLASSIFIED

PRO FORMA

TRANSACTIONS

ADJUSTMENTS

PRO FORMA

GNL

COMBINED

(Note 2)

(Note 5)

Revenue from tenants

$ 495,286

$ 46,387

$ (2,633 )(a)

$ 539,040

Expenses:

Property operating

51,206

3,460

—

54,666

Impairment charges

157,532

5,814

—

163,346

Merger, transaction and other costs

6,662

—

4,813 (b)

11,475

General and administrative

52,753

5,811

—

58,564

Equity-based compensation

12,514

2,915

—

15,429

Depreciation and amortization

191,189

15,087

5,999 (c)

212,275

Goodwill impairment

7,134

—

7,134

Total expenses

478,990

33,087

10,812

522,889

Operating income before gain on dispositions of real estate investments

16,296

13,300

(13,445 )

16,151

Gain on dispositions of real estate investments

94,687

2,520

—

97,207

Operating income (loss)

110,983

15,820

(13,445 )

113,358

Other (expense) income:

Interest expense

(194,718 )

(16,917 )

6,157 (d)

(205,478 )

Loss on extinguishment and modification of debt

(11,222 )

—

(11,222 )

Loss on derivative instruments

(10,676 )

—

(10,676 )

Unrealized losses on undesignated foreign currency advances and other hedge ineffectiveness

(12,644 )

—

(12,644 )

Income from unconsolidated investment in a real estate property

—

758

— (e)

758

Other income

4,331

893

—

5,224

Total other (expense) income, net

(224,929 )

(15,266 )

6,157

(234,038 )

Net (loss) income before income tax

(113,946 )

554

(7,288 )

(120,680 )

Income tax expense

(21,801 )

—

(21,801 )

(Loss) income from continuing operations

(135,747 )

554

(7,288 )

(142,481 )

Net loss attributable to non-controlling interest

—

514

2,360 (f)

2,874

Preferred stock dividends

(43,743 )

(3,202 )

3,202 (g)

(43,743 )

Net loss from continuing operations attributable to common stockholders

$ (179,490 )

$ (2,134 )

$ (1,726 )

$ (183,350 )

Basic and Diluted Loss Per Share:

Net loss per share from continuing operations attributable to common stockholders — Basic and Diluted

$ (0.81 )

$ (0.77 )

Weighted average common shares outstanding — Basic and Diluted (h)

223,255,282

243,643,039

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

Note 1 — Description of Transaction

On the Acquisition Date,

GNL consummated the transactions contemplated by the Merger Agreement, thereby acquiring Modiv through the merger of Modiv with and into

REIT Merger Sub and the merger of OpCo Merger Sub with and into the Modiv Operating Partnership. As a result of the Merger, Modiv became

a wholly-owned subsidiary of GNL.

Under the terms of the Merger

Agreement, Modiv stockholders received 1.975 newly-issued shares of GNL Common Stock, par value $0.01 (“GNL Common Stock”)

for each share of Modiv’s Class C Common Stock, par value $0.001 (the “Modiv Common Stock”). Also, holders of Modiv’s

Class C limited partnership units (the “Modiv Class C Units”) received 1.975 newly-issued units of limited partnership

interest in the OP (the “GNL OP Units”). In addition, GNL repaid Modiv’s (1) $23.7 million mortgage notes payable

(the “Modiv Mortgage Notes Payable”), (2) $250 million credit facility term loan (the “Modiv Term Loan”)

and (3) 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 (the “Modiv Preferred Stock”)

upon consummation of the Merger, using proceeds from GNL’s revolving credit facility (the “GNL Revolving Credit Facility”).

Note 2 — Basis of Presentation

The GNL and Modiv historical

financial information has been derived from the consolidated financial statements included in GNL’s and Modiv’s Quarterly

Reports on Form 10-Q for the six months ended June 30, 2026, and GNL’s and Modiv’s Annual Reports on Form 10-K

for the year ended December 31, 2025, which have been incorporated by reference into the Company’s current report on Form 8-K/A

with which these pro forma financial statements are filed. Additionally, the accompanying unaudited pro forma condensed combined financial

information was prepared in accordance with Article 11 of SEC Regulation S-X. Certain historical amounts of Modiv have been reclassified

to conform to GNL’s financial statement presentation (see below).

The unaudited pro forma condensed

combined financial information is qualified in its entirety and should be read in conjunction with the accompanying notes to the unaudited

pro forma condensed combined financial statements as well as the following documents:

· The separate historical financial statements of GNL as of and for the six months ended June 30, 2026

and the related notes included in GNL’s Quarterly Report on Form 10-Q for the period ended June 30, 2026.

· The separate historical financial statements of GNL as of and for the year ended December 31, 2025

and the related notes included in GNL’s Annual Report on Form 10-K for the year ended December 31, 2025.

· The separate historical financial statements of Modiv as of and for the six months ended June 30,

2026 and the related notes included in Modiv’s Quarterly Report on Form 10-Q for the period ended June 30, 2026.

· The separate historical financial statements of Modiv as of and for the year ended December 31, 2025

and the related notes included in Modiv’s Annual Report on Form 10-K for the year ended December 31, 2025.

The unaudited pro forma condensed

combined financial information was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification

(ASC) 805, Business Combinations, which requires the determination of the acquiror, the merger date, the fair value of assets and liabilities

of the acquiree and the measurement of goodwill. GNL’s management has determined that GNL represents the accounting acquiror in

the Merger based on an analysis of the criteria outlined in ASC 805 and the facts and circumstances specific to these transactions. As

a result, GNL will record the business combination in its financial statements and will apply the acquisition method to account for the

assets acquired and liabilities assumed from Modiv. Applying the acquisition method includes recording the identifiable assets acquired

and liabilities assumed at their fair values, and recording goodwill for the excess of the purchase price over the aggregate fair value

of the identifiable assets acquired and liabilities assumed in the Merger.

To prepare the unaudited

pro forma condensed combined financial information, GNL adjusted Modiv’s assets and liabilities to their estimated combined fair

values based on preliminary valuation work. As of the date of this filing, GNL has not completed the detailed valuation work necessary

to finalize the required estimated fair values and estimated lives of Modiv’s assets to be acquired and liabilities to be assumed

and the related allocation of the purchase price. The final allocation of the purchase price will be determined after completion of an

analysis to determine the estimated fair value of Modiv’s assets and liabilities, and associated tax adjustments. Accordingly, the

final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

Adjustments to Historical Modiv Balance

Sheet

To conform the presentation

of Modiv’s historical balance sheet as of June 30, 2026 to GNL’s balance sheet presentation, the following adjustments

to Modiv’s historical balance sheet were made:

· Tenant origination and absorption costs on Modiv’s June 30, 2026 balance sheet of $13.5 million

was reclassified to GNL’s acquired intangible lease assets.

· Above-market lease intangibles, net of $1.1 million on Modiv’s June 30, 2026 balance sheet

was reclassified as follows:

◦ $1.6 million of gross above-market lease intangibles has been reclassified to GNL’s acquired

intangible lease assets, and

◦ $0.4 million of accumulated amortization related to above-market lease intangibles has been reclassified

to GNL’s accumulated depreciation and amortization.

· Tenant deferred rent and other receivables on Modiv’s June 30, 2026 balance sheet of $25.8 million

was reclassified as follows:

◦ $25.6 million of straight-line rent has been reclassified to GNL’s unbilled straight-line rent,

and

◦ $0.2 million of tenant rent and reimbursements has been reclassified to GNL’s prepaid expenses and

other assets.

· Unearned rent included in accounts payable, accrued and other liabilities on Modiv’s June 30,

2026 balance sheet of $1.3 million has been reclassified to GNL’s prepaid rent.

Adjustments to Historical Modiv Statements

of Operations

To conform the presentation

of Modiv’s historical statements of operations to GNL’s statements of operations presentation, the following adjustments to

Modiv’s historical statements of operations were made:

· Interest and other income in Modiv’s June 30, 2026 statement of operations of $0.1 million

has been reclassified to GNL’s other income.

· Loss on other investments in Modiv’s June 30, 2026 statement of operations of $0.2 million

has been reclassified to GNL’s other income.

· Interest and other income in Modiv’s December 31, 2025 statement of operations of $0.9 million

has been reclassified to GNL’s other income.

Note 3 — Preliminary Purchase Price Allocation

Estimated Preliminary Purchase Price

The following table presents

a preliminary purchase price estimate to affect the Merger. The estimated equity consideration portion of the preliminary purchase price

was based on the outstanding share or unit count as of June 30, 2026 and the closing price of GNL’s Common Stock as of August 12,

2026.

(in thousands)

Notes

Amount

Consideration Type

Fair value of GNL Common Stock issued to holders of Modiv Common Stock

$ 183,286

GNL Common Stock

Fair value of GNL OP Units issued to holders of Modiv’s Class C OP Units

44,182

GNL OP Units

Total equity consideration

227,468

Cash used to repay the Modiv Mortgage Notes Payable, the Modiv Term Loan and the Modiv Preferred Stock

316,514

Cash

Total estimated preliminary purchase price

$ 543,982

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(3a) The following table presents the fair value

of GNL Common Stock issued to holders of Modiv Common Stock:

Modiv

Common

Stock

Outstanding shares of Modiv Common Stock as of June 30, 2026

10,323,670

Conversion ratio per Merger Agreement

1.975

Subtotal

20,389,248

Fractional shares paid in cash (see (3c) below)

(1,491 )

Total number of shares of GNL Common Stock issued

20,387,757

Closing price of GNL Common Stock as of August 12, 2026

$ 8.99

Fair value of GNL Common Stock issued to holders of Modiv Common Stock (in thousands)

$ 183,286

(3b) The following table presents the fair value of GNL OP Units issued to holders of Modiv Class C OP Units:

Modiv Class C

Units

Modiv’s Class C OP Units outstanding as of June 30, 2026 (1)

2,488,371

Conversion ratio per Merger Agreement

1.975

Subtotal

4,914,532

Fractional OP Units paid in cash (see (3c) below)

(6 )

Total number of GNL OP Units issued

4,914,526

Closing price of GNL Common Stock as of August 12, 2026

$ 8.99

Fair value of GNL OP Units issued to holders of Modiv’s Class C OP Units (in thousands)

$ 44,182

(1) The conversion of Modiv’s unvested

Class X OP Units into vested Class C OP Units occurred immediately prior to the closing of the Merger.

(3c) The following table presents the cash used to repay the Modiv Mortgage Notes Payable, the Modiv Term Loan, the Modiv Preferred Stock

and cash paid in lieu of GNL Common Stock and GNL OP Units:

As of

June 30, 2026

Cash used to repay:

Modiv’s Mortgage Notes Payable, including accrued interest

$ 23,742

Modiv Term Loan, including accrued interest

250,458

Modiv

Preferred Stock (1)

42,301

Cash paid in lieu of GNL Common Stock and GNL OP Units

Total cash used

$ 316,514

(1) Represents

1,677,588 shares of Modiv Preferred Stock outstanding as of June 30, 2026 multiplied by the $25.00 liquidation preference and accrued

dividends.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

The following table presents

the total number of shares of GNL Common Stock issued to holders of Modiv Common Stock and the resulting par value:

Total

Total number of shares of GNL Common Stock issued to holders of Modiv Common Stock (per 3(a) above)

20,387,757

Par value per share of GNL Common Stock

$ 0.01

Par value of shares of GNL Common Stock issued to holders of Modiv Common Stock (in thousands)

$ 204

Preliminary Purchase Price Allocation

The following table presents

the preliminary purchase price allocation to assets acquired and liabilities assumed, as if the Merger had occurred on June 30, 2026:

(in thousands)

As of June 30, 2026

Total estimated preliminary purchase price

$ 543,982

Assets Acquired:

Land

$ 117,860

Buildings, fixtures and improvements

367,136

Total tangible assets

484,996

Acquired intangible assets:

In-place leases

41,575

Above-market lease assets

11,184

Total acquired intangible lease assets

52,759

Cash and cash equivalents

21,626

Derivative assets, at fair value

1,254

Prepaid expenses and other assets

1,783

Total assets acquired

$ 562,418

Liabilities Assumed:

Acquired intangible lease liabilities

$ 13,763

Accounts payable and accrued expenses

4,208

Prepaid rent

1,341

Total liabilities assumed

$ 19,312

Estimated preliminary fair value of net assets acquired

$ 543,106

Goodwill

$ 876

The purchase price allocation

presented above has not been finalized. The final determination of the allocation of the purchase price will be based on the fair value

of the assets acquired and liabilities assumed as of the Acquisition Date. The final determination of these estimated fair values, the

assets’ useful lives and the depreciation and amortization methods are dependent upon certain valuations and other analyses that

have not yet been completed, and as previously stated could differ materially from the amounts presented in the unaudited pro forma condensed

combined financial statements. The final determination will be completed as soon as practicable but no later than one year after Acquisition

Date. Any increase or decrease following the Merger in the fair value of the net assets acquired, as compared to the information shown

herein, could change the portion of the purchase consideration allocable to goodwill and could impact the operating results presented

in the unaudtied pro forma condensed combined GNL financial statements herein, due to differences in the allocation of the purchase consideration,

as well as changes in the depreciation and amortization related to some of the acquired assets.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

Note 4 — Pro Forma Adjustments - Unaudited Condensed Combined

Balance Sheet

(a) To adjust acquired land to an estimate of their fair values, as follows:

As of

(in thousands)

June 30, 2026

Eliminate Modiv’s historical land

$ (108,600 )

Estimated fair value of land acquired

117,860

Total pro forma adjustment

$ 9,260

(b) To adjust acquired buildings, fixtures and improvements to an estimate of their fair values, as follows:

As of

(in thousands)

June 30, 2026

Eliminate Modiv’s historical buildings and improvements

$ (388,749 )

Estimated fair value of buildings and improvements acquired

367,136

Total pro forma adjustment

$ (21,613 )

Depreciation will be computed using

the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land and building improvements

and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. The estimated fair values

and estimated useful lives are preliminary and subject to change until GNL finalizes its valuations.

As of

(in thousands)

June 30, 2026

Eliminate Modiv’s historical acquired intangible lease assets

$ (15,100 )

Estimated fair value of intangible lease assets acquired

52,759

Total pro forma adjustment

$ 37,659

The value of in-place leases, exclusive

of the value of above-market and below-market in-place leases, will be amortized to expense over the remaining periods of the respective

leases. The estimated fair values and estimated useful lives are preliminary and subject to change once GNL finalizes its valuations.

(d) To eliminate Modiv’s historical accumulated depreciation and amortization.

(e) The table below details the pro forma cash

transactions.

As of

(in thousands)

June 30, 2026

Cash received from draws on the GNL Revolving Credit Facility (see (k) below)

$ 316,514

Cash

used to fully repay the Modiv Mortgage Notes Payable, gross (see Note 3)

(23,742 )

Cash

used to fully repay the Modiv Term Loan, gross (see Note 3)

(250,458 )

Cash

used to fully repay the Modiv Preferred Stock (see Note 3)

(42,301 )

Cash

paid in lieu of GNL Common Stock and GNL OP Units (see Note 3)

(13 )

Total pro forma adjustment

$ —

(f) To adjust derivative assets, at fair value to their estimated fair value as of the Acquisition Date.

(g) To eliminate Modiv’s unbilled straight-line rent, which is not treated as a separately recognized asset on the combined company’s

balance sheet.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(h) To record goodwill based on the preliminary

estimated fair values of Modiv’s assets acquired and liabilities assumed and the related

allocation of the purchase price, as described in Note 2 — Basis of Presentation.

Goodwill is calculated as the difference between the Acquisition Date fair value of the consideration

transferred and the values assigned to the assets acquired and liabilities assumed. Goodwill

is not amortized.

(i) To eliminate the Modiv Mortgage Notes Payable, net of deferred financing costs. GNL repaid the Modiv Mortgage

Notes Payable upon consummation of the Merger.

(j) To eliminate the Modiv Term Loan, net of deferred financing costs. GNL repaid the Modiv Term Loan upon

consummation of the Merger.

(k) To record pro forma GNL Revolving Credit Facility draws, as follows:

As of

(in thousands)

June 30, 2026

Draw for repayment of the Modiv Mortgage Notes Payable (see (e) above)

$ 23,742

Draw for repayment of the Modiv Term Loan (see (e) above)

250,458

Draw for repayment of the Modiv Preferred Stock (see (e) above)

42,301

Draw for cash paid in lieu of GNL Common Stock and GNL OP Units (see (e) above)

Total pro forma adjustment

$ 316,514

(l) To adjust acquired intangible lease liabilities, net, as follows:

As of

(in thousands)

June 30, 2026

Eliminate Modiv’s historical acquired intangible lease liabilities, net

$ (6,604 )

Estimated fair value of Modiv’s acquired intangible lease liabilities

13,763

Total pro forma adjustment

$ 7,159

(m) Represents accrual of additional estimated transaction costs to be incurred by GNL subsequent to June 30, 2026.

(n) To eliminate Modiv’s dividends payable.

(o) To eliminate the Modiv Preferred Stock, at par. GNL repaid the Modiv Preferred Stock upon consummation of the Merger.

(p) To eliminate the Modiv Common Stock, at par and record the issuance of GNL Common Stock, at par, as follows:

As of

(in thousands)

June 30, 2026

Eliminate Modiv Common Stock, at par

$ (11 )

GNL Common Stock, at par, issued in the Merger (see Note 3)

204

Total pro forma adjustment

$ 193

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(q) To record the additional paid in capital portion of the merger consideration, at fair value less par, eliminate Modiv’s additional

paid-in capital, as follows:

As of

(in thousands)

June 30, 2026

Eliminate Modiv’s historical additional paid-in capital

$ (338,171 )

Estimated fair value of GNL Common Stock issued to holders of Modiv Common Stock (see Note 3)

183,286

Less: par value of GNL Common Stock issued in the Merger (see Note 3)

(204 )

Total pro forma adjustment

$ (155,089 )

(r) To eliminate Modiv’s treasury stock.

(s) To eliminate Modiv’s accumulated other comprehensive income.

(t) To adjust accumulated deficit, as follows:

As of

(in thousands)

June 30, 2026

Eliminate Modiv’s historical accumulated deficit

$ 170,579

Estimated GNL transaction costs to complete the Merger (see Note 5b)

(4,813 )

Total pro forma adjustment

$ 165,766

(u) To adjust non-controlling interest, as follows:

As of

(in thousands)

June 30, 2026

Eliminate Modiv’s historical non-controlling interest

$ (38,866 )

Fair value of GNL OP Units issued for Modiv Class C Units (see Note 3)

44,182

Total pro forma adjustment

$ 5,316

Note 5 — Pro Forma Adjustments - Statements of Operations

(a) The following table represents revenue adjustments to straight-line rent, below-market lease accretion

and above-market lease amortization using the most recent data for lease terms, assuming an acquisition date of January 1, 2025.

Six Months Ended

Year Ended

(in thousands)

June 30, 2026

December 31, 2025

Adjustments to straight-line rent

$ 117

$ (1,491 )

Adjustments to below-market lease accretion

(22 )

(42 )

Adjustments to above-market lease amortization

(558 )

(1,100 )

Total pro forma adjustment

$ (463 )

$ (2,633 )

(b) Represents adjustments to transaction costs as follows:

Year Ended

(in thousands)

December 31, 2025

Total estimated GNL transaction costs to complete the Merger

$ 12,041

Transaction costs already recorded in GNL’s June 30, 2026 historical financial statements

(7,228 )

Total pro forma adjustment

4,813

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

Six Months Ended

Year Ended

(in thousands)

June 30, 2026

December 31, 2025

Eliminate Modiv’s historical depreciation and amortization expense

$ (7,364 )

$ (15,087 )

Estimated depreciation expense of acquired tangible real estate assets

7,644

15,288

Estimated amortization expense of acquired in-place lease assets

2,899

5,798

Total pro forma adjustment

$ 3,179

$ 5,999

(d) To adjust interest expense, as follows:

Six Months Ended

Year Ended

(in thousands)

June 30, 2026

December 31, 2025

Eliminate Modiv’s historical interest expense

$ 7,957

$ 16,917

Additional interest expense attributable to borrowings under the GNL Revolving Credit Facility (1)

(5,380 )

(10,760 )

Total pro forma adjustment — decrease to interest expense

$ 2,577

$ 6,157

(1) Assumes a draw on the GNL Revolving Credit Facility of $316.5 million at a weighted-average effective

interest rate of 3.40%. A change to the effective interest rate of 0.125% would increase or decrease the additional interest expense attributable

to the GNL Revolving Credit Facility draws (including accordion draws) by $0.2 million for the six months ended June 30, 2026, or

$0.4 million for the year ended December 31, 2025.

(e) Modiv fully acquired this investment property during the first quarter of 2026. The pro forma statements

of operations include $38,000 and $0.8 million, respectively, related to this investment property as income in the historical condensed

consolidated statement of operations for the respective periods. Such income is not expected to recur. Now that this investment property

is a wholly owned investment, going forward, this property’s activity will be included in revenue and property operating expenses

in the consolidated statement of operations.

(f) To adjust net loss attributable to non-controlling interests, as follows:

Six Months Ended

Year Ended

(in thousands)

June 30, 2026

December 31, 2025

Eliminate Modiv’s historical net income (loss) attributable to non-controlling interests

$ 902

$ (514 )

Add non-controlling interest adjustment for issuance of GNL OP Units

2,874

Total pro forma adjustment

$ 949

$ 2,360

(g) To eliminate historical preferred stock dividends related to the Modiv Preferred Stock. GNL repaid the Modiv Preferred Stock upon

consummation of the Merger.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(h) To adjust the weighted-average GNL Common Stock outstanding for the periods presented reflecting the shares issued in the total consideration,

as follows:

Six Months Ended

Year Ended

June 30, 2026

December 31, 2025

Historical weighted-average shares of GNL Common Stock outstanding

212,681,722

223,255,282

Shares of GNL Common Stock issued to Modiv stockholders (see Note 3)

20,387,757

Pro forma weighted-average shares of GNL Common Stock outstanding

233,069,479

243,643,039

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