Global Net Lease, Inc.

Current report

Except as set forth in Part II Item 1A of the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2026, there have been no material changes to the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2025, and we direct you to those risk factors.

Current report

As of the date of this report, Modiv has received multiple demand letters from, and is aware of two complaints that have been filed on behalf of, purported Modiv stockholders in connection with the Mergers. The letters and complaints allege certain disclosure deficiencies in the preliminary proxy statement/prospectus filed with the SEC on June 1, 2026 and demand that additional disclosures be made before Modiv stockholders vote on the Merger Proposal. GNL and Modiv believe that the allegations asserted in the demand letters and complaints are without merit. GNL and Modiv may receive additional stockholder demand letters or complaints may be filed in courts related to the Mergers in the future. If additional litigation or other legal proceedings are brought against GNL, Modiv or their respective boards of directors or subsidiaries in connection with the Merger Agreement, or the transactions contemplated thereby, the respective parties to any such proceeding intend to defend against it but they might not be successful in doing so.

Previous report

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.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

•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;

Previous report

•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;

Previous report

•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;

Previous report

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

Previous report

•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;

Previous report

•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;

Previous report

•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;

Previous report

•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;

Previous report

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

Previous report

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

Previous report

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

Previous report

•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.

Previous report

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

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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

Previous report

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.

Previous report

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

Previous report

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.

Previous report

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.

Previous report

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:

Previous report

•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;

Previous report

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

Previous report

•the complexities of combining two companies;

Previous report

•the failure to retain key employees;

Previous report

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

Previous report

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

Previous report

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.

Previous report — wording carried elsewhere

Risks Related to the Proposed Mergers