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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2024

Modiv Industrial, Inc.
(Exact name of registrant as specified in its charter)

Maryland
001-40814
47-4156046
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)

2195 South Downing Street
Denver, Colorado
80210
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (888) 686-6348

200 S. Virginia Street, Suite 800, Reno, Nevada 89501
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class C Common Stock, $0.001 par value per share
MDV
New York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
 
MDV.PA
 
New York Stock Exchange



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
2


Item 3.03.
Material Modification to Rights of Security Holders

On November 4, 2024, with the authorization of the Board of Directors of the Company, the Company increased the discount for the purchase price of shares of Class C Common Stock of the Company (the “Class C Common Stock”) under the Company’s Second Amended and Restated Distribution Reinvestment Plan (the “DRP”) from 3% to 5%. Pursuant to the DRP, the Company may change the discount to the Market Price (as defined in the DRP) at which shares may be purchased under the DRP from the Company from 0% to 5% at any time effective upon at least thirty (30) days prior notice to stockholders.

As more fully described in the DRP, the purchase price for the Class C Common Stock under the DRP depends on whether the Company issues new shares to DRP participants or the Company or any third-party administrator obtains shares to be issued to DRP participants by purchasing them in the open market or in privately negotiated transactions. After the change in the discount rate becomes effective, the purchase price for the Class C Common Stock issued directly by the Company will be 95% of the Market Price of the Class C Common Stock until further modified by the Company. This discount is subject to change from time to time, in the Company’s sole discretion, but will be between 0% to 5% of the Market Price. The purchase price for the Class C Common Stock that the Company or any third-party administrator purchases from parties other than the Company, either in the open market or in privately negotiated transactions, will be 100% of the “average price per share” (as described in the Second Amended and Restated Distribution Reinvestment Plan) actually paid for such shares of Class C Common Stock, excluding any processing fees.

The change in the discount rate discussed above will be effective on December 7, 2024.

Item 7.01.
Regulation FD Disclosure.

Press Release

On November 6, 2024, the Company, issued a press release announcing (i) that on November 4, 2024, the Company, with the authorization of the Board of Directors of the Company, increased the discount for the purchase price of shares of Class C Common Stock under the Company’s DRP from 3% to 5%, which will go into effect on December 7, 2024, (ii) the declaration of a quarterly dividend for the fourth quarter of 2024 on the Company’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) and (iii) the declaration of monthly distributions on the Company’s Class C common stock, $0.001 par value per share (the “Common Stock”), for January, February and March 2025, a copy of which is attached hereto as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 8.01.Other Events.

Series A Preferred Stock Dividend Declared

On November 4, 2024, the board of directors of the Company (the “Board”) authorized and the Company declared a dividend on the Series A Preferred Stock of $921,875 for the fourth quarter of 2024, which will be paid at a rate of $0.4609375 per share on January 15, 2025 (the “Fourth Quarter Dividend”). The Fourth Quarter Dividend will be payable to holders of record of the Company’s Series A Preferred Stock as of the close of business on December 31, 2024.

Monthly Distributions for Common Stock Declared

On November 4, 2024, the Board authorized and the Company declared a distribution on the Common Stock, at a rate of $0.0975 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on January 31, 2025 (the “January Dividend”). The January Dividend will be payable on or about February 25, 2025.

Also, on November 4, 2024, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.0975 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on February 28, 2025 (the “February Dividend”). The February Dividend will be payable on or about March 25, 2025.

3

Also, on November 4, 2024, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.0975 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on March 31, 2025 (the “March Dividend”). The March Dividend will be payable on or about April 25, 2025.

The per share monthly distribution rate of $0.0975 per share of Common Stock represents an annual distribution rate of $1.17 and an increase of 1.7% over the annualized dividend rate of $1.15 per share that has been paid since October 1, 2021.

Safe Harbor Statement

There is no guarantee that the Company’s Board will authorize, or that the Company will declare, additional dividends in the future, and the amount of future dividends, if any, and the authorization and payment thereof, will be determined by the Board based on the Company’s financial condition and such other factors as the Board deems relevant. Certain statements contained in this Current Report on Form 8-K, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not limited to, statements regarding our plans, strategies and prospects, both business and financial. These forward-looking statements can be identified by the use of words such as “believes,” “potential,” “may,” “will,” “should,” “intends,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”). Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in the Company’s other filings with the SEC. Any forward-looking statements herein speak only as of the time when made and are based on information available to the Company as of such date and are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, unless required by law.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MODIV INDUSTRIAL, INC.
(Registrant) 
By:/s/ RAYMOND J. PACINI
Name:Raymond J. Pacini
Title:Chief Financial Officer

Date: November 6, 2024



Exhibit 99.1

image.jpg


Modiv Industrial Declares Quarterly Dividends
for Preferred Shareholders and Monthly
Distributions for Common Shareholders and Reduces Discount Rate
for Distribution Reinvestment Plan



Denver, CO, November 6, 2024 – Modiv Industrial, Inc. (“Modiv Industrial,” “Modiv” or the “Company”) (NYSE:MDV), the only public REIT exclusively focused on acquiring industrial manufacturing real estate properties, announced the declaration of a regular quarterly cash dividend of $0.4609375 per share on the Company’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), for the fourth quarter of 2024 and the declaration of a regular monthly cash distribution of $0.0975 per share on the Company’s Class C common stock, $0.001 par value per share (the “Common Stock”), for each of January, February and March 2025, representing an annual distribution rate of $1.17 and an increase of 1.7% over the annualized distribution rate of $1.15 per share that has been paid since October 1, 2021.

On November 4, 2024, the Board of Directors authorized a quarterly dividend payable to Series A Preferred Stockholders of record as of December 31, 2024, which will be paid on January 15, 2025. The quarterly dividend amount of $0.4609375 per share represents an annualized dividend rate of $1.84375 per share of Series A Preferred Stock.



Additionally, the Board of Directors authorized monthly distributions payable to Common Stockholders of record as of January 31, 2025, February 28, 2025 and March 31, 2025, which will be paid on or about February 25, 2025, March 25, 2025 and April 27, 2025, respectively. The current monthly distribution amount of $0.0975 per share represents an annualized distribution rate of $1.17 per share of common stock, which is a 1.7% increase over the annualized dividend rate of $1.15 per share that has been paid since October 1, 2021, and reflects a dividend yield of 6.96% based on Modiv Industrial’s closing price of $16.82 on November 5, 2025.

In addition, on November 4, 2024, with the authorization of the Board of Directors, the Company increased the discount for the purchase price of shares of Common Stock under the Company’s Second Amended and Restated Distribution Reinvestment Plan (the “DRP”) from 3% to 5%, which will become effective on December 7, 2024. Pursuant to the DRP, the Company may change the discount to the Market Price (as defined in the DRP) at which shares may be purchased under the DRP from the Company from 0% to 5% at any time effective upon at least thirty (30) days prior notice to stockholders.

About Modiv Industrial
Modiv Industrial, Inc. is an internally managed REIT that is focused on single-tenant net-lease industrial manufacturing real estate. The Company actively acquires critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. For more information, please visit: www.modiv.com.

Forward-looking Statements
There is no guarantee that the Company’s Board will authorize, or that the Company will declare, additional dividends in the future, and the amount of future dividends, if any, and the authorization and payment thereof, will be determined by the Board based on the Company’s financial condition and such other factors as the Board deems relevant. Certain statements contained in this press release, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to annualized dividend rates, future distributions and distributions declared by the Company’s board of directors. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2024. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that


are included in this press release and in the Company’s other filings with the SEC. Any forward-looking statements herein speak only as of the time when made and are based on information available to the Company as of such date and are qualified in their entirety by this cautionary statement. The Company assumes no obligation to revise or update any such statement now or in the future, unless required by law.

v3.24.3
Cover
Nov. 06, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name Modiv Industrial, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 001-40814
Entity Tax Identification Number 47-4156046
Entity Address, Address Line One 2195 South Downing Street
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80210
City Area Code 888
Local Phone Number 686-6348
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001645873
Former Address  
Document Information [Line Items]  
Entity Address, Address Line One Suite 800
Entity Address, Address Line Two 200 S. Virginia Street
Entity Address, City or Town Reno
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89501
Common Class C  
Document Information [Line Items]  
Title of 12(b) Security Class C Common Stock, $0.001 par value per share
Trading Symbol MDV
Security Exchange Name NYSE
Redeemable Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
Trading Symbol MDV.PA
Security Exchange Name NYSE
Modiv Industrial (NYSE:MDV-A)
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