There have been no material changes to the risk factors set forth under “Risk Factors” in Part I, Item 1A of our Annual Report, filed with the SEC on March 25, 2026, other than as described below. The consummation of the Merger is subject to a number of conditions which, if not satisfied or waived, would adversely impact our ability to complete the Merger. The Merger is subject to certain closing conditions, including, among others: (1) the receipt by us of the affirmative vote of the holders of a majority of the outstanding shares of our Class C Common Stock approving the Merger, (2) the absence of any law, injunction, judgment, order or ruling making illegal or otherwise prohibiting the Merger, (3) the absence of any stop order or pending or threatened in writing proceeding seeking a stop order of the Registration Statement on Form S-4 registering the issuance of the GNL Common Stock as consideration in connection with the Merger, which contains a prospectus of GNL for the issuance of GNL Common Stock and a proxy statement of the Company with respect to our special meeting of stockholders (the “Form S-4/Proxy Statement”), (4) the accuracy of the representations and warranties made by the parties (subject to customary materiality and other qualifications), (5) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement, (6) the delivery of tax opinions related to each of our and GNL’s status as a real estate investment trust under the Code, (7) the delivery of tax opinions that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, (8) the absence of a material adverse effect prior to the closing, and (9) other customary conditions specified in the Merger Agreement. There can be no assurance these conditions will be satisfied or waived, if permitted. Therefore, there can be no assurance with respect to the timing of the closing of the Merger, or that the Merger will be completed at all. Failure to complete the Merger could adversely affect the market price of our Class C Common Stock and our future business and financial results. There can be no assurance that the conditions to closing of the Merger will be satisfied or waived or that the Merger will be completed. If the Merger is not completed, our ongoing business could be adversely affected and we will be subject to a variety of risks associated with the failure to complete the Merger, including the following: •upon termination of the Merger Agreement under specified circumstances, we are required to pay GNL a termination fee of up to $15,000,000; •we will incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Merger closes; and •the Merger, whether or not it closes, will divert the attention of certain management and other key employees from our ongoing business activities, including the pursuit of other opportunities that could be beneficial to us. If the Merger is not completed, these risks could materially affect our business and financial results and the market price of our Class C Common Stock, including to the extent that the current market price of our Class C Common Stock reflects, and is positively affected by, a market assumption that the Merger will be completed. If the Merger is not consummated, including as a result of our stockholders failing to adopt the Merger Agreement, our stockholders will not receive any consideration in connection with the Merger. Instead, we will remain a public company, our Class C Common Stock and Series A Preferred Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will be required to continue to file periodic reports with the SEC. The Merger Agreement contains provisions that could discourage a potential competing acquirer from making a favorable proposal to us and, in specified circumstances, could require us to make a substantial termination payment to GNL. The Merger Agreement contains certain provisions that restrict our ability to solicit, initiate, knowingly encourage or knowingly facilitate any proposals for, or that could reasonably lead to, alternative transactions with a third-party or, subject to certain exceptions, participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish 38 Table of Contents non-public information to third parties relating to an alternative transaction or a proposal or inquiry therefor, change our board of directors’ recommendation to our stockholders or enter into an agreement with respect to any proposal for an alternative transaction. In addition, GNL generally has an opportunity to offer to modify the terms of the Merger Agreement in response to any competing acquisition proposal before our board of directors may withdraw or qualify its recommendation with respect to the Merger. We would be required to pay a termination fee of $10,000,000 to GNL in certain circumstances, including if we terminate the Merger Agreement to enter into a definitive agreement that constitutes a superior proposal. In addition, if GNL terminates the Merger Agreement following an uncured breach by us of any representation, warranty, covenant or agreement which would result in the applicable closing condition being unsatisfied or failure to close by us when all conditions are satisfied, we would be required to pay a termination fee of $15,000,000 to GNL. These provisions could discourage a potential competing acquirer or merger partner that might have an interest in acquiring all or a significant portion of us or our assets from considering or proposing such a competing transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share market value proposed to be received or realized in the transactions contemplated by the Merger Agreement with GNL. These provisions also might result in a potential competing acquirer or Merger partner proposing to pay a lower price to holders of our Class C Common Stock than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable to GNL in certain circumstances under the Merger Agreement. If the Merger Agreement is terminated and after the termination we seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the transactions contemplated by the Merger Agreement with GNL. The pendency of the Merger could adversely affect our business and operations. In connection with the pending Merger, some tenants, operators, borrowers, managers or vendors may react unfavorably or delay or defer decisions concerning their business relationships or transactions with us, which could adversely affect our revenues, earnings, funds from operations, cash flows and expenses, regardless of whether the Merger is completed. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without GNL’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial and may cause us to forego certain opportunities each might otherwise pursue absent the Merger Agreement. In addition, the pendency of the Merger may make it more difficult for us to effectively retain and incentivize key personnel and may cause distractions from our strategy and day-today operations for its current employees and management. We may be the target of securities class action and derivative lawsuits and other legal or regulatory proceedings, which could result in substantial costs and may delay or prevent the Merger from being completed. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Lawsuits or other proceedings may be brought challenging, among other things, the adequacy of the disclosures in the Form S-4/Proxy Statement, the process conducted by our board of directors, the terms of the Merger Agreement, alleged breaches of fiduciary duties by our directors and/or officers, or the fairness of the consideration in connection with the Merger. In connection with the Merger, ten demand letters have been received by the Company sent on behalf of, and two complaints have been filed on behalf of, purported stockholders of the Company challenging the adequacy of certain disclosures made in the Proxy Statement/Prospectus (collectively, the “Stockholder Actions”). The two complaints were both filed in the Supreme Court of the State of New York, County of New York and are captioned Walsh v. Modiv Industrial, Inc. et al., Index No. 654177/2026, and Thompson v. Modiv Industrial, Inc. et al., Index No. 654203/2026, respectively. The Company believes that the allegations in the Stockholder Actions are without merit. Even if such lawsuits or other legal or regulatory proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment in any such lawsuits or proceedings could result in monetary damages payable by the Company or could result in an injunction delaying or prohibiting completion of the Merger, which could have a negative impact on our liquidity, results of operations and financial condition. In addition, the pendency of such litigation could create uncertainty and negatively affect our relationships with agents, tenants and other business partners, and could impair our ability to recruit and retain employees. 39 Table of Contents