Global Net Lease, Inc.

Previous report

An adverse outcome in any litigation or other legal proceedings instituted against us, Modiv or our respective directors relating to the proposed Mergers could have a material adverse impact on the businesses of GNL and Modiv and may prevent the Mergers from becoming effective within the expected timeframe or at all.

Previous 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

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. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on GNL’s or Modiv’s ability to consummate the Mergers or their respective business, results of operation or financial position, including through an injunction prohibiting the Mergers altogether or the diversion of either company’s resources or distraction of key personnel.