Global Net Lease Inc

Item 1A. Risk Factors.

You should carefully consider the risks described below and those risks described inExcept as set forth in Part II Item 1A, Risk Factors in P of the Quart I of our Annualerly Report on Form 10-K for the year ended December 31Q filed with the SEC on May 6, 2025, as our business, financial condition and results of operations could be adversely affected by any of the risks and uncertainti6, there have been no material changes describedto therein and herein.

Risks Related to the Proposed Mergers

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

We are subject to risks in connection with the announcement and pAnnual Report on Form 10-K for the year endency of the Mergers, including, but not limited to, the following:

Market reaction to the announcement and pendency of the Mergers;

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

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

The amount of consideration offered per share is based on a fixed exchange rd December 31, 2025, and we direct you to those risk factors.

An adverse outcome in any litigatio, and will not be adjusted to account for changes in our or Modivs respective business, assets, liabilities,n or other legal 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, analyceedings instituted against estimates of, or projections relating to, our common stock or us, Modivs common stock;

Potential adverse effects on o or our relationships with our current clients, suppliers and other business partners, or those with which we are seekispective directors relating to establish business relationships, due to uncertainties about thethe proposed Mergers;

We have incurred, and will continue to incur, significant costs, expenses and fees for profession could have a material services and other transaction costs in connection with the Mergers, and many of these fees adverse impact on the businesses of GNL and costs are payable by us regardless of whetherModiv and may prevent the Mergers is consummated;

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

Potential adverse efrom becoming effects to our ability to raise capital duringive within the pendency of the Mergers, or the impact of the Mergers on our or Modivs existing or future indebtedness, or our ability to assuexpected timeframe such indebtedness on favorable terms, or or at all;

Potential adverse effects on our ability to attract, recruit, retain and motiv.

As of the date 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 of this report, Modiv has a result of uncertainty regarding their employment following the Mergers;

The pendency received multiple demand 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;

The inherent risks, costs letters from, and uncertaintieis associated with integrating the operations successfully and risks ware of not achieving all or any of the anticipated benefitwo complaints of the Mergers, or the risk ththat the anticipatedhave benefits of the Mergers may not be fully realizeen filed or take longer to realize than expected;

Competitive pressures in the markets in which we ann behalf of, purported Modiv operate;

Potential restrictions on the stockholders in conduct of our business prior to the complenection of the Mergers pursuant to twith the terms of the Merger Agreement;

s. The inability for our stockholdletters to realize the anticipated benefits of the Mergers;

The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; and

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.

Any of these risks could adversely affect our results of operations, financial condition and business and complaints allege certain disclosure deficiencies in the preliminary proxy statement/prospects.

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Theus Mergers may not be completed on the terms or timeline currently contemplated, or at all. Closing of the Mergers is subject to filed with the SEC on June 1, 2026 and demany 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.

The d that additional disclosing 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 Sures be made before Modiv stock entitled to vote on the Mergers, (2) the absence of any law, injunction, judgment, order or ruling prohibiting tholders vote on 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, obli Proposal. GNL and Modiv believe that the allegations and agreements under the Merger Agreement, (5) the delivery of tax opinions related to each of the Companys and GNLs 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 reorganizationsserted in the demand letters and complaints are within theout meaning of Section 368(a) of the Code rit. GNL 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 condModiv may receive addition and does not require the approval of GNLs sal stockholders.

We cannot provide assurance that these conditions to  demand letters or completing the Mergers willaints may be satisfifiled 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 tin courts related to the Merger Agreement under certain circumstances,s including, among o ther reasons, if the Mergers are not consummated by February 3, 2027.

Failure to consummate the Mergers may adversely affect our results of operations, financial cond future. If addition and business prospects for many reasons, including, among others: (i) we will have incurred substantial costs relating to al litigation or othe Mergers, such as r 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, proceedings are brought against GNL, Modiv or their 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 pective boards of directors or subsidiaries in connection with the Merger Agreement, or the other trtransactions 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 ireby, the respective parties terminated under certain circumstances specified therein, we may be required to pay Modiv a $15.0 million termination fee.

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

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 o any such proceeding intend to defend against it but 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.

Potential litigation instituted against us, Modiv or our respective directors challenging the proposed Merger may prevent the Mergers from becoming effective within the expected timeframe or at all.y might not be successful in doing so.

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 managements attention and resources, which could adversely affect the respective businesses of us and Modiv.

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

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 An adverse outcome in such matters, and the other transactions contemplated by the Merger Agreement, including leasing, billing, management information, purchasing, accounting and finance, sales, payroll as well as the costs and benefits, fixed asset, lease administration and regulatory compliance. While we have assumed that a certain level efforts of transaction, integration and termination expea defenses 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 esti even if successful, could have a mate 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.

Following the Mergers, if consummated, we may be unable to integrate the business of rial adverse effect on GNLs or Modiv successfully or realize the anticipated synergies and related benefits of the Mergers and the transactis ability to cons contemplated by the Merger Agreement or do so within the anticipated time frame.

Tummate the Mergers involvesor 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 ir respective business practices and operations. Potential diffic, resulties we may encounter in the integration process include the following:

the inability to successfully combine Modivs business and os of 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;

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loss of reven or financial position, including throue as a result of certain clients of either of us or Modiv deciding not to do business with the combined company;

the complexities of combining two companies;

the failure to retain key employees;

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

performance shortfalls as a result of tltogether or the diversion of managements attention caused by consummating the Mergers and integrating Modivs operations with ours.

For all these reasons, you should be aware that it is possible that the integration proeither companys resourcess could result in the  or 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 customkey pers, vendors, joint venture partners and employees or to achieve the anticipated benefits of the Mergers, or could otherwise adversely affect our business and financial resultsonnel.