Form 8-K

8-K — Global Net Lease, Inc.

Accession: 0001104659-26-095323

Filed: 2026-08-13

Period: 2026-08-12

CIK: 0001526113

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2622741d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2622741d1_ex4-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2622741d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

12, 2026 (the “Closing Date”), Global Net Lease, Inc. (“GNL”) consummated the transactions contemplated by that

certain Agreement and Plan of Merger, dated May 3, 2026 (the “Merger Agreement”), by and among GNL, GNL Motion Merger Sub,

LLC (“REIT Merger Sub”), Global Net Lease Operating Partnership, L.P. (“GNL Operating Partnership”), GNL Motion

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

(“Modiv Operating Partnership”).

Pursuant

to the Merger Agreement, on the Closing Date, (i) Modiv merged with and into REIT Merger Sub with REIT Merger Sub surviving the merger

as a wholly-owned subsidiary of GNL (the “Modiv Merger”) and (ii) contemporaneously with the Modiv Merger, OpCo Merger Sub

merged with and into Modiv Operating Partnership with Modiv Operating Partnership surviving the merger as a wholly-owned subsidiary of

GNL Operating Partnership (the “OpCo Merger” and, together with the Modiv Merger, the “Mergers”).

Following

the consummation of the Mergers, the separate existence of Modiv ceased, and GNL succeeded to and assumed all of Modiv’s rights,

obligations, and interests under Modiv’s existing leases and other agreements, including all agreements with Modiv’s tenants.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information

set forth in the Introductory Note of this Current Report on Form 8-K (“Current Report”) is incorporated by reference in this

Item 2.01.

The Mergers

Pursuant

to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Modiv Merger (the “Modiv

Merger Effective Time”):

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”); and

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”).

Pursuant

to the terms and subject to the conditions set forth in the Merger Agreement:

immediately prior to the effective time of the

OpCo Merger (the “OpCo Merger Effective Time”), each outstanding unit of Class X limited partnership interest in the

Modiv Operating Partnership immediately vested in full and converted into one unit of Class C limited partnership interest (each,

a “Class C Unit”) in the Modiv Operating Partnership; and

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.

a result of the Mergers, GNL (i) will issue approximately 20,387,757 shares of GNL Common Stock as Common Stock Merger Consideration to

former holders of Modiv Common Stock, and (ii) will pay approximately $42.3 million as Preferred Stock Merger Consideration to former

holders of Modiv Preferred Stock. GNL will fund the Preferred Stock Merger Consideration and the repayment of Modiv's outstanding

indebtedness assumed in connection with the Mergers using borrowings under GNL’s existing revolving credit facility.

The foregoing

description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete

and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to GNL’s

Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on May 4, 2026, which is incorporated

herein by reference.

GNL Operating

Partnership Agreement Amendment

On the Closing

Date, GNL adopted an amendment to GNL Operating Partnership’s Second Amended and Restated Agreement of Limited Partnership, originally

dated June 2, 2015 (as amended, the “GNL OpCo Partnership Agreement”), to, among other things, (i) require the general partner

to use commercially reasonable efforts in certain transactions to avoid causing limited partners to recognize gain for federal income

tax purposes, and (ii) grant GNL Operating Partnership the right, but not the obligation, to redeem (such right, the “OP Unit Call

Right”) any or all outstanding OP Units at certain redemption amounts in the form of cash or GNL Common Stock, at GNL’s election,

provided that the redemption of any GNL OP Units pursuant to such call right shall be made in the form of GNL Common Stock.

The foregoing

description of the GNL OpCo Partnership Agreement does not purport to be complete and is qualified in its entirety by the full text of

the GNL OpCo Partnership Agreement, which is attached hereto as Exhibit 4.1, and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in the Introductory

Note and Item 2.01 of this Current Report is incorporated herein by reference.

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.

The GNL OP Units to be issued in connection with

the OpCo Merger will be issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933,

as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. 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). GNL may redeem the GNL OP Units for GNL Common Stock pursuant to its OP Unit Call

Right.

Item 7.01 Regulation FD Disclosure.

On August 13, 2026, GNL

issued a press release announcing the completion of the Mergers, a copy of which is attached hereto as Exhibit 99.1. The information set

forth in this Item 7.01 of this Current Report and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not

be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01 of this Current Report,

including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act regardless

of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements

of Modiv as of December 31, 2025 and 2024 are set forth as Exhibit 99.2 and incorporated herein by reference.

The unaudited condensed consolidated financial

statements of Modiv as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 are set forth as Exhibit 99.3 and

incorporated herein by reference.

(b) Pro Forma Financial Information.

The pro forma financial information required by

this Item, with respect to the transactions described in Item 2.01 herein, will be filed by amendment to this Current Report as soon as

practicable, and in any event not later than 71 calendar days after the date on which this Current Report was required to be filed.

(d) Exhibits.

Exhibit

Number

Description

2.1*

Agreement and Plan of Merger, dated as of May 3, 2026, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., Modiv Industrial, Inc., Modiv Operating Partnership, LP and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Global Net Lease, Inc. on May 4, 2026).

4.1

Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P.

99.1

Press Release, dated August 13, 2026.

99.2

Audited consolidated financial statements of Modiv Industrial, Inc. as of December 31, 2025 and 2024 and for each of the years then ended (incorporated by reference to pages F-1 through F-34 of the Annual Report on Form 10-K filed by Modiv Industrial, Inc. on March 25, 2026).

99.3

Unaudited condensed consolidated financial statements of Modiv Industrial, Inc. as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 (incorporated by reference to pages 3 through 25 of the Quarterly Report on Form 10-Q filed by Modiv Industrial, Inc. on August 11, 2026).

104

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

* Certain schedules, exhibits and similar

attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. GNL will provide a copy of such omitted materials to the SEC

or its staff upon request.

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:

August 13, 2026

By:

/s/ Edward M. Weil, Jr.

Name:

Edward M. Weil, Jr.

Title:

Chief Executive Officer and President (Principal Executive Officer)

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2622741d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

ELEVENTH AMENDMENT

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.

This

ELEVENTH Amendment to Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership,

L.P. (this “Amendment”) is hereby entered into and effective as of August 12,

2026 (the “Effective Date”)

by Global Net Lease, Inc., a Maryland corporation, as general partner (the “General Partner” or

“GNL”) of Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the

“Partnership” or “GNL OP”), for itself and on behalf of any limited partners of the

Partnership. Except as specifically defined herein, all capitalized terms shall have the definitions provided in the Second Amended

and Restated Agreement of Limited Partnership of the Partnership, dated June 2, 2015 (as now or hereafter amended,

restated, modified, supplemented or replaced, the “Partnership Agreement”), or the

Merger Agreement (defined below), as applicable.

WHEREAS, this

Amendment is being adopted concurrently with the consummation of the transactions set forth in the Agreement and Plan of Merger, dated

May 3, 2026 (the “Merger Agreement”), by and among the General Partner, GNL OP, GNL Motion Merger Sub, LLC, a

Delaware limited liability company and direct wholly owned subsidiary of the General Partner (“REIT Merger Sub”), GNL

Motion OpCo Merger Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of GNL OP (“OpCo Merger

Sub”), Modiv Industrial, Inc., a Maryland corporation (“MII”), and Modiv Operating Partnership, LP,

a Delaware limited partnership (“MOP”), pursuant to which (i) MII will merge with and into REIT Merger Sub, with

REIT Merger Sub being the surviving entity (the “Surviving Company”) and a direct wholly owned subsidiary of the General

Partner (the “REIT Merger”) and (ii) contemporaneously with, or immediately following, the consummation

of the REIT Merger, OpCo Merger Sub will merge with and into MOP, with MOP being the surviving entity and a wholly owned subsidiary of

GNL OP (the “OpCo Merger” and together with the REIT Merger, collectively, the “Mergers”);

WHEREAS, after

the REIT Merger, at the OpCo Merger Effective Time, by virtue of the OpCo Merger and without any further action on the part of the General

Partner, GNL OP, REIT Merger Sub, OpCo Merger Sub, MII, MOP or any of the respective holders thereof, (i) each Class C Unit

(including each Converted Class X Unit) of MOP, other than Class C Units held by MII, the General Partner, GNL OP, the Surviving

Company, OpCo Merger Sub or any of their respective wholly owned subsidiaries immediately prior to the OpCo Merger Effective Time, issued

and outstanding immediately prior to the OpCo Merger Effective Time, were cancelled and extinguished and automatically converted into

validly issued OP Units in GNL OP (“New OP Units”) in an amount equal to the Exchange Ratio (as adjusted pursuant to

Section 2.7 of the Merger Agreement), subject to the treatment of fractional units as provided in the Merger Agreement, and (ii) each

holder of New OP Units was admitted as a limited partner of GNL OP in accordance with the terms of the Partnership Agreement;

WHEREAS, Section 4.02(a) of

the Partnership Agreement authorizes the General Partner to cause the Partnership to issue additional Partnership Units in one or more

classes, or one or more series of any such classes, with such designations, preferences and relative, participating, optional or other

special rights, powers, preferences and duties, including rights, preferences and duties senior and superior to the then-outstanding Partnership

Units as shall be determined by the General Partner, in its sole and absolute discretion without the approval of any Limited Partner or

other Person;

WHEREAS,

pursuant to the authority granted to the General Partner pursuant to Article 11 of the Partnership Agreement, the General Partner

desires to amend the Partnership Agreement in connection therewith; and

WHEREAS,

the General Partner desires to revise and restate Schedule A of the Partnership Agreement to reflect the consummation of the Mergers

and the issuance of the New OP Units.

NOW, THEREFORE, in

consideration of good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby

amends the Partnership Agreement as follows:

1. Article 1 of the Partnership Agreement is hereby revised by adding the following new defined terms:

““Call

Right Redemption Amount” means the redemption price to be paid to a Limited Partner in connection with the exercise of the OP

Unit Call Right equal to and in the form of the Cash Amount or the REIT Shares Amount, as determined by the General Partner in its sole

and absolute discretion; provided, however, that if the OP Units to be redeemed were issued in connection with the OpCo

Merger and are held by a Motion Limited Partner, the Call Right Redemption Amount shall be equal to and in the form of the REIT Shares

Amount multiplied by 1.25; provided, further, that if the Partnership exercises its OP Unit Call Right with respect to the

OP Units issued in connection with the OpCo Merger and held by a Motion Limited Partner on or prior to the second anniversary of the Closing

Date, the Call Right Redemption Amount shall be equal to and in the form of the REIT Shares Amount multiplied by 1.50.”

““Motion

Limited Partner” means a Limited Partner that holds OP Units as a result of its exchange of Class C units of Modiv Operating

Partnership, LP, for OP Units in connection with the consummation of the Mergers or transferees of such Limited Partner pursuant to Transfers

in accordance with Section 9.02(c).”

““OP

Unit Call Right” has the meaning set forth in Section 8.07.”

2. Section 7.02(b) of the Partnership Agreement is revised by inserting the following paragraph

immediately after the first paragraph in Section 7.02(b):

“In respect

of any transaction described in the preceding paragraph or in Section 7.02(a)(ii) or (iii) (other than a transaction solely

for cash consideration), the General Partner shall use commercially reasonable efforts to structure such transaction to avoid causing

the Limited Partners to recognize gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction

(it being understood that the General Partner will not be deemed to have structured the transaction in a manner that will cause the recognition

of gain if the Limited Partners have the option to not recognize gain in such transaction), provided such efforts are consistent with

the exercise of the General Partner’s board of directors’ duties to the General Partner or the stockholders of the General

Partner under applicable law. Notwithstanding anything herein to the contrary, if after using such commercially reasonable efforts to

avoid causing the Limited Partners to recognize gain for federal income tax purposes, the General Partner determines, in its sole and

absolute discretion, (i) that it is not possible to structure such transaction to avoid causing the Limited Partners to recognize

gain for federal income tax purposes or (ii) that the structure required to avoid causing the Limited Partners to recognize gain

for federal income tax purposes would be unduly burdensome to the General Partner, nothing in this provision shall be construed so as

to preclude the General Partner from proceeding with and consummating such transaction.”

3. A new Section 8.07 is hereby added to the Partnership Agreement as follows:

“8.07 Partnership

Right to Call Partnership Interests. Notwithstanding any other provisions of this Agreement, and subject to any agreement between

the Partnership and one or more Limited Partner, the Partnership shall have the right, but not the obligation, from time to time and at

any time to redeem any and all outstanding OP Units (the “OP Unit Call Right”) (other than OP Units held by the General

Partner or any wholly owned subsidiary of the General Partner) by treating any Limited Partner as a Redeeming Limited Partner who has

delivered a Notice of Exercise of Redemption Right pursuant to Section 8.04 for the number of OP Units to be specified by the General

Partner by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.07. Such notice

given by the General Partner to a Limited Partner pursuant to this Section 8.07 shall be treated as if it were a Notice of Exercise

of Redemption Right delivered to the Partnership and General Partner by such Investor. For purposes of this Section 8.07, (a) any

Limited Partner may be treated as a Redeeming Limited Partner and (b) the provisions of Section 8.04 of the Partnership Agreement

shall apply, mutatis mutandis; provided, that the limitations contained in the antepenultimate sentence of Section 8.04(a) shall

not apply; provided, further, that the amount due to a Limited Partner pursuant to this Section 8.07 shall be the Call

Right Redemption Amount.

For the avoidance

of doubt, the Partnership shall not be treated as exercising its OP Unit Call Right, and a Limited Partner shall not be entitled to the

Call Right Redemption Amount in connection with its OP Units, if (i) such Limited Partner redeems its OP Unit by exercising its OP

Unit Redemption Right pursuant to Section 8.04, (ii) the General Partner engages in a Transaction and either Section 7.02(a)(ii) or

(iii) is satisfied or (iii) the General Partner liquidates pursuant to a plan of liquidation approved by its stockholders.”

4. Section 11.01(a) of the Partnership Agreement is hereby deleted in its entirety and replaced

by a new Section 11.01(a) set forth immediately below;

“(a)         Except

as otherwise provided herein, the General Partner’s written consent shall be required for any amendment to this Agreement. Except

as otherwise provided herein, the General Partner, without the consent of the Limited Partners, the Special Limited Partner or any other

Person, may amend this Agreement in any respect; provided, however, that the following amendments shall require the written

consent of a Majority in Interest (other than the Percentage Interest held by the General Partner or any Subsidiary of the General Partner)

of the Limited Partners affected thereby:

(i)            any

amendment affecting the operation of the Conversion Factor or the OP Unit Redemption Right (except as otherwise provided herein) in a

manner that adversely affects the Limited Partners or the Special Limited Partner;

(ii)            any

amendment that would adversely affect the rights of the Limited Partners or the Special Limited Partner to receive the distributions payable

to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof;

(iii)          any

amendment that would alter the Partnership’s allocations of Net Income and Net Loss to the Limited Partners or the Special Limited

Partner, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof;

(iv)          any

amendment that would impose on the Limited Partners or the Special Limited Partner any obligation to make additional Capital Contributions

to the Partnership;

(v)           any

amendment that would adversely affect the Call Right Redemption Amount due to a Limited Partner pursuant to Section 8.07 hereof;

(vi)          any

amendment that would adversely affect the rights of the Limited Partners under Section 7.02; or

(vii)         any

amendment to this Article XI.”

5. Schedule A of the Partnership Agreement is hereby revised and restated

by replacing it in its entirety with Schedule A attached hereto.

6. The foregoing recitals are incorporated in and are made a part of this Amendment.

7. This Amendment has been authorized by the General Partner pursuant to Section 14.1 of the Partnership

Agreement and does not require execution by any Limited Partner or any other Person.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has

executed this Amendment as of the date first set forth above.

GENERAL PARTNER:

GLOBAL NET LEASE, INC.

By:

/s/ Jesse Galloway

Name: Jesse Galloway

Title: Authorized Signatory

[Signature Page to Eleventh Amendment to Second

Amended and Restated Agreement of Limited Partnership]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622741d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Global Net Lease Completes Acquisition of Modiv

Industrial

§ Adds a $535 Million Primarily Industrial Portfolio at Attractive Pricing of Approximately 7.6% Cash Cap Rate and 8.7% GAAP Cap Rate

§ Expected to be Immediately 4% Accretive to AFFO Per Share in Leverage-Neutral Transaction

§ Advances Portfolio Transformation with Increased Industrial Exposure and Longer Lease Duration

NEW YORK – August 13, 2026 – 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. The acquisition represents another significant step in GNL’s transformation strategy,

increasing industrial exposure to approximately 50% of total straight-line rent1 while enhancing portfolio quality,

diversification, and cash flow durability.

Modiv's portfolio features a high-quality tenant

base, with approximately 45% of annual base rent generated by investment-grade rated tenants2, a weighted average remaining

lease term of 15.0 years3 and annual contractual rent escalations averaging 2.4%4. The acquisition extends GNL's

weighted average remaining lease term from 5.7 years as of June 30, 2026 to 6.6 years3 on a pro forma basis and is expected

to be immediately 4% accretive to AFFO per share while remaining leverage neutral. Collectively, these attributes are expected to enhance

earnings, strengthen the long-term growth profile of cash flows through embedded contractual rent increases, and preserve the balance

sheet strength and financial flexibility GNL has built over the past several years.

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. 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.”

“The completion of our Modiv acquisition

marks another important milestone as we continue executing our strategy to strengthen GNL's portfolio and enhance the durability of our

cash flows,” said Michael Weil, Chief Executive Officer of GNL. “We believe Modiv's industrial assets are an exceptional strategic

fit, increasing our industrial exposure to approximately 50% of our annual straight-line rent while extending our weighted average remaining

lease term. The transaction is expected to be immediately 4% accretive to AFFO per share, with additional embedded earnings growth supported

by annual contractual rent escalations averaging 2.4% that will compound over the portfolio's 15.0-year weighted average remaining lease

term. Equally important, we acquired these assets at an attractive valuation, approximately a 7.6% cash cap rate and an 8.7% GAAP cap

rate, underscoring the compelling economics of the transaction. We've accomplished this on a leverage neutral basis with the same disciplined

capital allocation that has been central to the progress we've made over the last several years. We are pleased to welcome Modiv's stockholders

and tenants to GNL and look forward to building on this momentum as we continue working to create long-term value for our stockholders.”

About Global Net Lease, Inc.

Global Net Lease, Inc. (NYSE: GNL) is a publicly

traded real estate investment trust that focuses on acquiring and managing a global portfolio of income-producing net lease assets across

the United States, and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.

Footnotes

[1] As of June 30, 2026.

[2] Investment Grade includes both actual investment

grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings

of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant's obligation under the lease) or

by using a proprietary Moody's analytical tool, which generates an implied rating by measuring a company's probability of default. The

term “parent” for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting

stock in a tenant or a guarantor. Based on Annual Base Rent and as of December 31, 2025, Modiv’s portfolio was 23% actual investment

grade rated, and 22% implied investment grade rated.

[3] Metric based on square feet as of December

31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.

[4] Metric based on Annual Base Rent as of December

31, 2025, adjusted for Modiv’s previously disclosed disposition of Northrop Grumman and Kalera.

Important Notice

The statements in this press release that are not historical facts

may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements

involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,”

“seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,”

“potential,” “predicts,” “plans,” “intends,” “would,” “could,”

“should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements

contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many

of which are outside of GNL’s control, which could cause actual results to differ materially from the results contemplated by the

forward-looking statements. These risks and uncertainties include the risks that any acquisition or disposition by GNL and any potential

future acquisition or disposition by GNL, is subject to market conditions, capital availability and timing considerations and may not

be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties,

that could cause GNL’s actual results to differ materially from those presented in GNL’s forward-looking statements are set

forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in GNL’s

Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission,

as such risks, uncertainties and other important factors may be updated from time to time in GNL’s subsequent reports. Further,

forward-looking statements speak only as of the date they are made, and GNL undertakes no obligation to update or revise any forward-looking

statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless

required by law.

Contacts:

Investor Relations

Email: investorrelations@globalnetlease.com

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