Modiv Industrial pulls its shares off the NYSE as the Global Net Lease merger closes

by Adam Kowalczyk · August 12, 2026

Filings & Deals Reporter, The MicroCap Herald

Modiv Industrial filed a Form 25-NSE on Wednesday, Aug. 12, removing both its Class C common stock and its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock from listing on the New York Stock Exchange. The filing, as summarized by StockTitan, cites 17 CFR 240.12d2-2(c), the provision covering a voluntary withdrawal by the issuer after it has complied with exchange rules. That is the paperwork that ends a listed life rather than the paperwork that begins one.

The delisting notice did not arrive in isolation. Modiv stockholders had approved the transaction two days earlier, at a special meeting on Aug. 10, and the company said in its announcement that it "expects the Transaction to be completed on or about August 12, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions." A Form 25 filed on that date is the routine mechanical step once those conditions are met: the target's securities come off the exchange because there is no longer an independent issuer to list.

The economics were set out in Modiv's definitive merger proxy. Each share of Modiv Class C common stock converts into the right to receive 1.975 shares of Global Net Lease common stock, and holders of Modiv's Series A preferred receive cash equal to $25.00 per share plus any accrued and unpaid dividends through closing. The structure runs through two concurrent mergers involving GNL Motion Merger Sub, LLC at the REIT level and GNL Motion OpCo Merger Sub, LLC at the operating-partnership level, with operating-partnership units converting at the same 1.975 ratio.

The proxy also disclosed the guardrails that governed the process while it was live — an outside termination date of Feb. 3, 2027, and a $10 million termination fee payable by Modiv in specified scenarios. Those provisions are academic now that the deal has closed, but they are a reminder of how much optionality a smaller REIT gives up once it signs. The proxy put no aggregate figure on the merger itself, but it valued the exchange ratio at roughly $18.82 per Modiv share using GNL's May 1, 2026 closing price of $9.53, and at about $18.11 per share using GNL's June 23 price of $9.17. That drift is the mechanical consequence of a fixed exchange ratio: the value delivered to Modiv holders moved with GNL's stock between signing and closing, and no floor protected it.

The headline figure came from the companies, not the trade press. Modiv and Global Net Lease announced the transaction on May 4, 2026 at a stated $535 million enterprise value — a measure that includes assumed debt, not a price paid to common holders. CommercialCafe subsequently reported that the deal brings GNL 42 properties totaling 4.3 million square feet across Washington, Florida, California and Minnesota, and described GNL's own portfolio as roughly 41 million square feet across 820 properties in the United States, Canada and Europe, with 97% occupancy and a value of $5.3 billion. Those portfolio figures describe GNL before absorbing Modiv, not a pro forma combined company. In the May 4 announcement, GNL Chief Executive Michael Weil said: "We believe this transaction is a compelling opportunity for GNL to expedite our transition to earnings growth in 2026 following the completion of our deleveraging initiative while continuing to reduce our office exposure."

Ownership math matters here more than the headline number. Existing GNL holders are expected to own approximately 89% of the combined company's common stock, with former Modiv holders at approximately 11%. That is the practical consequence of an all-stock deal at this size difference: Modiv common holders did not receive a fixed cash outcome. They exchanged a small, thinly traded net-lease security for a position in a larger vehicle, and their result from here tracks GNL's own leverage, tenant base and European exposure rather than anything specific to the industrial portfolio they used to own. Modiv preferred holders, by contrast, receive a fixed $25.00 plus accrued dividends and do not participate in whatever the combined company does next.

For the small-cap and micro-cap end of the REIT market, the structural point is subtraction. Every voluntary Form 25 of this kind removes a listed security from an already narrow universe, and the securities that remain in the smallest tier tend to trade on modest volume, which makes both entry and exit costlier than screen prices suggest. Investors in that tier also face the standard hazards this publication flags routinely: limited float, sensitivity to equity issuance, and exchange minimums that become binding when prices fall. None of that is changed by a completed merger elsewhere in the sector.

The close landed on a firm day for smaller companies generally. The Russell 2000 finished Wednesday at 3,045.56, up 18.44 points or 0.61%, ahead of the S&P 500's 0.26% gain to 7,748.53, per Investing.com's quote page and close report. The Nasdaq Composite rose 0.54% to 26,588.49 while the Dow slipped 0.04% to 53,770.27 and the VIX fell 4.78% to 14.55. July CPI, released Wednesday morning by the Bureau of Labor Statistics, came in at 0.1% month over month and 3.4% year over year, both matching expectations. Index-level strength of that sort does not alter the terms of any individual deal, and it does not reach the balance sheets of companies that were not part of one.