{"filing":{"accession_number":"0001104659-26-094865","cik":"0001645873","ticker":"MDV-PA","company_name":"MODIV INDUSTRIAL, INC.","form":"8-K","filing_date":"2026-08-12","report_date":"2026-08-12","primary_document":"tm2622928d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1645873/000110465926094865/tm2622928d1_8k.htm"},"events":[{"id":27166,"run_id":24744,"accession_number":"0001104659-26-094865","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Modiv Industrial completed a merger with a subsidiary of GNL, resulting in a change of control. Modiv shareholders received 1.975 shares of GNL common stock per share of Modiv Class C common stock, and preferred shareholders received $25.00 per share in cash. The company ceased separate existence and its common and preferred stock were suspended from NYSE trading effective on the Closing Date.","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12","form":"8-K","submitted_at":null,"items":[{"id":28580,"accession_number":"0001104659-26-094865","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Modiv Industrial's shareholders received 1.975 shares of GNL common stock per share of Modiv Class C common stock, and preferred shareholders received $25.00 per share in cash. The filing describes the \"Modiv Merger Effective Time\" and \"OpCo Merger Effective Time\" as completed events, constituting a material acquisition/change of control. The conversion ratios and cash consideration for preferred stock are explicitly stated, confirming consummation of the transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":28581,"accession_number":"0001104659-26-094865","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Modiv Common Stock and Modiv Preferred Stock were suspended from trading on the NYSE effective on the Closing Date, with the company requesting NYSE file a Form 25 notification of removal from listing and deregistration. The registrant's parent (GNL) intends to file a Form 15 to terminate registration and suspend reporting obligations under the Exchange Act. This constitutes a delisting event materially affecting the registrant's public market status and investor access.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":28582,"accession_number":"0001104659-26-094865","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of security holder rights resulting from the consummation of a merger. The prose describes the cancellation and conversion of all outstanding Modiv Common Stock and Preferred Stock into merger consideration, which constitutes a change of control and completion of a material acquisition/merger. The reference to \"Merger Agreement,\" \"Mergers,\" and \"Modiv Merger Effective Time\" confirms this is the terminal event of an M\u0026A transaction, making ma_activity the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":28583,"accession_number":"0001104659-26-094865","item_number":"5.01","item_title":"Change in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the consummation of the \"Modiv Merger\" resulting in a change of control, with the Company merging into REIT Merger Sub (a subsidiary of GNL) and ceasing separate existence. This is a completed merger and change of control transaction, which is a material acquisition/merger event under Item 5.01 and Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":28584,"accession_number":"0001104659-26-094865","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.02 typically signals executive changes, the prose centers on a merger completion (\"Modiv Merger Effective Time\") where the entire board resigned and officers were replaced as part of a change of control. The reference to \"Mergers\" and incorporation of Item 2.01 (M\u0026A activity) indicates this is fundamentally a merger/acquisition event with incidental executive turnover, not a standalone departure or appointment. The material event is the merger itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27167,"run_id":24744,"accession_number":"0001104659-26-094865","anchor_item_number":"1.02","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.65,"summary":"The KeyBank Credit Agreement from January 2022 was terminated with full repayment of all outstanding amounts and release of security interests as of the Closing Date, in connection with the merger completion.","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12","form":"8-K","submitted_at":null,"items":[{"id":28579,"accession_number":"0001104659-26-094865","item_number":"1.02","item_title":"Termination of Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"The filing discloses termination of a material credit facility (KeyBank Credit Agreement from January 2022) with full repayment of all outstanding amounts and release of security interests as of the Closing Date. While Item 1.02 addresses termination of a definitive agreement, the substance here is debt repayment and facility termination. However, the reference to Item 2.01 (which typically covers acquisitions or material agreements) suggests this termination occurred in connection with a larger transaction (likely an M\u0026A event). The classification is uncertain because the termination itself is secondary to an unstated primary transaction referenced in Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27168,"run_id":24744,"accession_number":"0001104659-26-094865","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"The company's certificate of formation and operating agreement were amended automatically by operation of law upon the effective time of the merger, substituting the governing documents of the merged entity.","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12","form":"8-K","submitted_at":null,"items":[{"id":28585,"accession_number":"0001104659-26-094865","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Changes","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This Item 5.03 discloses an amendment to the company's governing documents (certificate of formation and operating agreement) that occurred automatically by operation of law upon the effective time of a merger. While the Item references Item 2.01 (which typically covers M\u0026A activity), the specific disclosure here concerns the governance document change itself. The materiality is driven by the merger context, but the event type is governance-related rather than M\u0026A, as the prose focuses on the substitution of governing documents rather than the merger transaction itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":28579,"accession_number":"0001104659-26-094865","item_number":"1.02","item_title":"Termination of Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"The filing discloses termination of a material credit facility (KeyBank Credit Agreement from January 2022) with full repayment of all outstanding amounts and release of security interests as of the Closing Date. While Item 1.02 addresses termination of a definitive agreement, the substance here is debt repayment and facility termination. However, the reference to Item 2.01 (which typically covers acquisitions or material agreements) suggests this termination occurred in connection with a larger transaction (likely an M\u0026A event). The classification is uncertain because the termination itself is secondary to an unstated primary transaction referenced in Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12"},{"id":28580,"accession_number":"0001104659-26-094865","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Modiv Industrial's shareholders received 1.975 shares of GNL common stock per share of Modiv Class C common stock, and preferred shareholders received $25.00 per share in cash. The filing describes the \"Modiv Merger Effective Time\" and \"OpCo Merger Effective Time\" as completed events, constituting a material acquisition/change of control. The conversion ratios and cash consideration for preferred stock are explicitly stated, confirming consummation of the transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12"},{"id":28581,"accession_number":"0001104659-26-094865","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Modiv Common Stock and Modiv Preferred Stock were suspended from trading on the NYSE effective on the Closing Date, with the company requesting NYSE file a Form 25 notification of removal from listing and deregistration. The registrant's parent (GNL) intends to file a Form 15 to terminate registration and suspend reporting obligations under the Exchange Act. This constitutes a delisting event materially affecting the registrant's public market status and investor access.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12"},{"id":28582,"accession_number":"0001104659-26-094865","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of security holder rights resulting from the consummation of a merger. The prose describes the cancellation and conversion of all outstanding Modiv Common Stock and Preferred Stock into merger consideration, which constitutes a change of control and completion of a material acquisition/merger. The reference to \"Merger Agreement,\" \"Mergers,\" and \"Modiv Merger Effective Time\" confirms this is the terminal event of an M\u0026A transaction, making ma_activity the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12"},{"id":28583,"accession_number":"0001104659-26-094865","item_number":"5.01","item_title":"Change in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the consummation of the \"Modiv Merger\" resulting in a change of control, with the Company merging into REIT Merger Sub (a subsidiary of GNL) and ceasing separate existence. This is a completed merger and change of control transaction, which is a material acquisition/merger event under Item 5.01 and Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12"},{"id":28584,"accession_number":"0001104659-26-094865","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.02 typically signals executive changes, the prose centers on a merger completion (\"Modiv Merger Effective Time\") where the entire board resigned and officers were replaced as part of a change of control. The reference to \"Mergers\" and incorporation of Item 2.01 (M\u0026A activity) indicates this is fundamentally a merger/acquisition event with incidental executive turnover, not a standalone departure or appointment. The material event is the merger itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12"},{"id":28585,"accession_number":"0001104659-26-094865","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Changes","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This Item 5.03 discloses an amendment to the company's governing documents (certificate of formation and operating agreement) that occurred automatically by operation of law upon the effective time of a merger. While the Item references Item 2.01 (which typically covers M\u0026A activity), the specific disclosure here concerns the governance document change itself. The materiality is driven by the merger context, but the event type is governance-related rather than M\u0026A, as the prose focuses on the substitution of governing documents rather than the merger transaction itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-12T20:10:24.207359+00:00","company_name":"MODIV INDUSTRIAL, INC.","ticker":"MDV-PA","filing_date":"2026-08-12"}]}