Modiv Industrial Stockholders Approve Merger With GNL Motion Merger Sub

Key Points

• Modiv Industrial stockholders approved the proposed merger with GNL Motion Merger Sub, along with related transactions involving Global Net Lease and affiliated entities.
• Stockholders also approved the advisory executive-compensation proposal; the adjournment proposal passed but was not needed because the merger received approval.
• The results are preliminary, with final vote totals to be filed in the meeting minutes and disclosed in a Form 8-K submitted to the SEC.

Stockholders of Modiv Industrial NYSE: MDV approved the company’s proposed merger with GNL Motion Merger Sub, LLC, along with related merger compensation and adjournment proposals, at a special meeting of stockholders.

Chief Executive Officer and President Aaron Halfacre chaired the virtual meeting, while Chief Financial Officer, General Counsel and Secretary John Raney served as secretary.

The primary proposal sought stockholder approval for Modiv Industrial’s merger with and into GNL Motion Merger Sub, LLC, under an agreement and plan of merger dated May 3, 2026. Parties to the merger agreement include Modiv Industrial, Modiv Operating Partnership, LP, Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P., GNL Motion Merger Sub, LLC and GNL Motion OpCo Merger Sub, LLC.

Three Proposals Presented

Raney outlined three matters for stockholder consideration:

• Approval of the merger and related transactions contemplated by the merger agreement.
• A non-binding advisory vote on compensation that may be paid or become payable to Modiv Industrial’s named executive officers in connection with the proposed mergers.
• Approval to adjourn the special meeting, if necessary or appropriate, to allow for additional solicitation of votes supporting the merger proposal.

Modiv Industrial’s board of directors recommended that stockholders vote in favor of each proposal. The merger proposal required approval by a majority of the company’s outstanding common shares entitled to vote. The merger compensation and adjournment proposals each required approval by a majority of votes cast on the respective item.

Quorum Confirmed

Halfacre said the inspector of election, Jim Rate of American Election Services, LLC, reported that a quorum was present. Broadridge Financial Solutions, Inc. tabulated proxies and ballots for the meeting.

As of the June 22, 2026 record date, Modiv Industrial had 10,323,670 Class C common shares outstanding, with each share entitled to one vote at the special meeting. The company said notice of the meeting and related proxy materials had been mailed on or about June 24, 2026.

Stockholders were permitted to vote electronically, change previous votes or submit questions related to the proposals through the virtual meeting portal. The company said no stockholder questions or comments were submitted during the meeting.

Preliminary Results

After voting closed, Halfacre announced that the inspector of election’s preliminary count showed that the merger proposal, merger compensation proposal and adjournment proposal had all been approved.

Because stockholders approved the merger proposal, the company said it would not need to take action on the adjournment proposal. Any votes submitted before the close of polls but not included in the preliminary report will be reflected in the inspector’s final report.

Modiv Industrial said the final report of the inspector of election will be filed with the meeting minutes, and final voting results will be disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission.

About Modiv Industrial (NYSE:MDV)

Modiv Industrial, Inc NYSE: MDV is a publicly traded real estate investment trust that specializes in the acquisition, ownership and management of single-tenant industrial properties. The company's portfolio is anchored by net-lease agreements with corporate and public sector tenants, providing stable, long-term cash flows. Modiv Industrial focuses on light manufacturing facilities, warehouse and distribution centers, and similar industrial real estate assets that serve as critical links in supply chains.

Modiv Industrial pursues a geographically diversified strategy, targeting properties in key U.S.

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