Business Combination Prospectus (Form 425)

Filed by Global Net Lease, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Modiv Industrial, Inc.

Commission File No.: 001-40814

Date: May 12, 2026

Explanatory Note: This filing is being made pursuant to Rule 425 under the Securities Act of 1933, as amended. The following slides were included in a quarterly investor presentation, which was first used on May 5, 2026, when furnished by Global Net Lease, Inc. with a Current Report on Form 8-K (Item 7.01) filed on that date.

Additional Information and Where to Find It

In connection with the proposed transactions contemplated by the Agreement and Plan of Merger, dated as of May 3, 2026 (the "Merger Agreement")(such proposed transactions, the "Transactions"), Global Net Lease, Inc. ("GNL") intends to file with the Securities and Exchange Commission (the "SEC") the registration statement on Form S-4 registering the issuance of Modiv Industrial Inc. ("Modiv") common stock as consideration in the Transactions (the "Registration Statement"), which will include the preliminary prospectus of GNL for the issuance of the Modiv common stock and a preliminary proxy statement of Modiv with respect to its special meeting of Modiv's stockholders (the "Proxy Statement/Prospectus"). After the Registration Statement is declared effective, a definitive proxy statement and other relevant documents will be mailed to stockholders of Modiv as of the record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. GNL and Modiv will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, MODIV STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH MODIV'S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MODIV AND THE TRANSACTIONS.

Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or to be filed with the SEC by GNL, without charge, once available, on the SEC's website at www.sec.gov or by directing a request to: Global Net Lease, Inc., 650 Fifth Avenue, 30th Floor, New York, New York 10019, or by email at [email protected]. Copies of the documents filed or to be filed with the SEC by Modiv will be available, without charge, on Modiv's website at www.modiv.com.

Participants in the Solicitation

GNL, Modiv and their respective directors and executive officers may be deemed participants under SEC rules in the solicitation of proxies from Modiv's stockholders in connection with the Transactions.

Information regarding GNL's directors and executive officers, including information regarding their interests in the Transactions and their ownership of GNL's securities, is available in GNL's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026 (the "GNL 2025 Annual Report"), and GNL's proxy statement, dated April 7, 2026, for its 2026 annual meeting of stockholders (the "GNL 2026 Proxy"), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of GNL's securities by GNL's directors or executive officers from the amounts described in the GNL 2026 Proxy have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the GNL 2026 Proxy and are available at the SEC's website at www.sec.gov. Information regarding Modiv's directors and executive officers, including information regarding their interests in the Transactions and their ownership of Modiv's securities, is available in Modiv's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 25, 2026, and the amendment thereto on Form 10-K/A, filed with the SEC on April 30, 2026, (the "Modiv 2025 Annual Report"), which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Modiv's securities by Modiv's directors or executive officers from the amounts described in the Modiv 2025 Annual Report have been reflected in Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Modiv 2025 Annual Report and are available at the SEC's website at www.sec.gov. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Modiv's stockholders in connection with the Transactions will be set forth in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Investors should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from GNL or Modiv using the sources indicated above.

No Offer or Solicitation

This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of GNL or Modiv, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Transactions and the parties thereto. All statements contained in this communication other than statements of historical fact, including, without limitation, statements regarding the Transactions between GNL and Modiv; the anticipated benefits and timing of the Transactions, GNL's future financial performance; and other statements regarding management's intentions, beliefs, or expectations with respect to the GNL's future performance following the consummation of the Transactions, are forward-looking statements.

Forward-looking statements are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "will," "would," and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on the current expectations and assumptions of GNL and Modiv and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) GNL's or Modiv's continued qualification as a REIT under the Internal Revenue Code of 1986, as amended; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions and any definitive agreements with respect thereto; (4) the inability to complete the Transactions, including due to failure to obtain approval of the stockholders of Modiv or other conditions to closing; (5) the risk that the Transactions disrupts GNL's current plans, business relationships, performance, operations and business generally as a result of the announcement and consummation of the Transactions; (6) the risk that the price of GNL's securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, geopolitical tensions, and macro-economic and social environments affecting its business; (7) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Transactions; (9) changes in applicable laws or regulations; (10) risks related to GNL and Modiv's business, including client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, re-leasing uncertainties, and potential damages from natural disasters; competition, impairments in the value of real estate assets; changes in domestic and foreign income tax laws and rates; and (11) other risks detailed from time to time in GNL or Modiv's filings with the SEC, including the Registration Statement and related documents filed or to be filed in connection with the Transactions.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of each of the GNL 2025 Annual Report and the Modiv 2025 Annual Report, subsequent Quarterly Reports on Form 10-Q and the Registration Statement and Proxy Statement/Prospectus that will be filed by GNL, and other documents filed by GNL and Modiv from time to time with the SEC, as well as the list of risk factors included herein. These filings identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this communication.