Global Net Lease, Inc.

You should carefully consider the risks described below and those risks described in “Item 1A, Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, as our business, financial condition and results of operations could be adversely affected by any of the risks and uncertainties described therein and herein.

Risks Related to the Proposed Mergers

The announcement and pendency of the Mergers may have an adverse effect on our business, operating results and price of our common stock.

We are subject to risks in connection with the announcement and pendency of the Mergers, including, but not limited to, the following:

•Market reaction to the announcement and pendency of the Mergers;

•Changes in our business, operating results, market price of our common stock and prospects generally;

•Market assessments of the likelihood that the Mergers will be consummated;

•The amount of consideration offered per share is based on a fixed exchange ratio, and will not be adjusted to account for changes in our or Modiv’s respective business, assets, liabilities, prospects, outlook, financial condition or results of operations, or any other changes, during the pendency of the Mergers, including any change in the market price of, analyst estimates of, or projections relating to, our common stock or Modiv’s common stock;

•Potential adverse effects on our relationships with our current clients, suppliers and other business partners, or those with which we are seeking to establish business relationships, due to uncertainties about the Mergers;

•We have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Mergers, and many of these fees and costs are payable by us regardless of whether the Mergers is consummated;

•We may incur unexpected costs, liabilities or delays in connection with or with respect to the Mergers;

•Potential adverse effects to our ability to raise capital during the pendency of the Mergers, or the impact of the Mergers on our or Modiv’s existing or future indebtedness, or our ability to assume such indebtedness on favorable terms, or at all;

•Potential adverse effects on our ability to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles and relationships with us following the completion of the Mergers, and the possibility that our employees could lose productivity as a result of uncertainty regarding their employment following the Mergers;

•The pendency and outcome of any legal proceedings that may be instituted against us, our directors, executive officers and others relating to the transactions contemplated by the Merger Agreement;

•The inherent risks, costs and uncertainties associated with integrating the operations successfully and risks of not achieving all or any of the anticipated benefits of the Mergers, or the risk that the anticipated benefits of the Mergers may not be fully realized or take longer to realize than expected;

•Competitive pressures in the markets in which we and Modiv operate;

•Potential restrictions on the conduct of our business prior to the completion of the Mergers pursuant to the terms of the Merger Agreement;

•The inability for our stockholders to realize the anticipated benefits of the Mergers;

•The possibility of disruption to our business, including increased costs and diversion of management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to us.

Any of these risks could adversely affect our results of operations, financial condition and business prospects.

The Mergers may not be completed on the terms or timeline currently contemplated, or at all. Closing of the Mergers is subject to many conditions and if these conditions are not satisfied or waived, the Mergers will not be completed, which could adversely affect our business and results of operations.

The closing of the Mergers is subject to customary closing conditions, including, among other things, (1) the affirmative vote of the holders of a majority of the outstanding shares of GNL Common Stock entitled to vote on the Mergers, (2) the absence of any law, injunction, judgment, order or ruling prohibiting the Mergers, (3) the accuracy of the representations and warranties made by the parties (subject to customary materiality and other qualifications), (4) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement, (5) the delivery of tax opinions related to each of the Company’s and GNL’s status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”), (6) the delivery of tax opinions that the Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code and (7) the absence of a material adverse effect on the Company Parties or the GNL Parties prior to the closing. The consummation of the Mergers is not subject to any financing condition and does not require the approval of GNL’s stockholders.

We cannot provide assurance that these conditions to completing the Mergers will be satisfied or waived, and accordingly, that the Mergers will be completed on the terms or timeline that the parties anticipate, or at all. We or Modiv may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Mergers are not consummated by February 3, 2027.

Failure to consummate the Mergers may adversely affect our results of operations, financial condition and business prospects for many reasons, including, among others: (i) we will have incurred substantial costs relating to the Mergers, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until the closing of the Mergers, which could adversely affect our financial conditions, results of operations and ability to make distributions to our stockholders and to pay the principal of and interest on our debt securities and other outstanding indebtedness; (ii) the Mergers, whether or not they close, will divert the attention of our management instead of enabling it to more fully pursue other opportunities that could be beneficial to us, without realizing any of the benefits of having completed the Mergers or the other transactions contemplated by the Merger Agreement; and (iii) any reputational harm due to the adverse perception of any failure to successfully complete the Mergers. In addition, if the Merger Agreement is terminated under certain circumstances specified therein, we may be required to pay Modiv a $15.0 million termination fee.

Our common stockholders will be diluted by the Mergers, if consummated.

The Mergers will dilute the ownership position of our common stockholders. Additionally, upon the closing of the Mergers, we expect to issue 4,914,532 OpCo Merger Consideration OP Units, which, in certain circumstances, can be redeemed for our common stock per the OP Agreement. Consequently, our common stockholders, as a general matter, will have less voting control and influence over our management and policies after the effective time of the Mergers than they currently exercise over our management and policies.

Potential litigation instituted against us, Modiv or our respective directors challenging the proposed Merger may prevent the Mergers from becoming effective within the expected timeframe or at all.

Potential litigation related to the Mergers may result in injunctive or other relief prohibiting, delaying or otherwise adversely affecting the parties’ ability to complete the Mergers. Such relief may prevent the Mergers from becoming effective within the expected timeframe or at all. In addition, defending against such claims may be expensive and divert management’s attention and resources, which could adversely affect the respective businesses of us and Modiv.

We expect to incur substantial expenses related to the Mergers and the transactions contemplated by the Merger Agreement.

We expect to incur substantial expenses in consummating the Mergers and integrating the business and operations of Modiv with ours. There are a large number of systems that must be integrated, separated or terminated in connection with the Mergers, and the other transactions contemplated by the Merger Agreement, including leasing, billing, management information, purchasing, accounting and finance, sales, payroll and benefits, fixed asset, lease administration and regulatory compliance. While we have assumed that a certain level of transaction, integration and termination expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of the expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. The expenses in connection with the Mergers and the transactions contemplated by the Merger Agreement are expected to be significant, although the aggregate amount and timing of such charges are uncertain.

Following the Mergers, if consummated, we may be unable to integrate the business of Modiv successfully or realize the anticipated synergies and related benefits of the Mergers and the transactions contemplated by the Merger Agreement or do so within the anticipated time frame.

The Mergers involves the combination of two companies which currently operate as independent public companies. We will be required to devote significant management attention and resources to integrating their business practices and operations. Potential difficulties we may encounter in the integration process include the following:

•the inability to successfully combine Modiv’s business and operations with ours in a manner that permits the combined company to achieve the cost savings anticipated to result from the Mergers, which would result in some anticipated benefits of the Mergers not being realized in the time frame anticipated or at all;

•loss of revenue as a result of certain clients of either of us or Modiv deciding not to do business with the combined company;

•the complexities of combining two companies;

•the failure to retain key employees;

•potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Mergers and the transactions contemplated by the Merger Agreement; and

•performance shortfalls as a result of the diversion of management’s attention caused by consummating the Mergers and integrating Modiv’s operations with ours.

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in our services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, vendors, joint venture partners and employees or to achieve the anticipated benefits of the Mergers, or could otherwise adversely affect our business and financial results.