Form 8-K - Current report

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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): May 22, 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.)

200 S. Virginia Street, Suite 800
Reno, Nevada						89501
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: [phone]

None

(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

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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. ☐

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Item 7.01.						Regulation FD Disclosure.

Press Release

On May 22, 2024, Modiv Industrial, Inc. (the “Company”), issued a press release announcing (i) the declaration of a quarterly dividend for the second 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 (ii) the declaration of monthly distributions on the Company’s Class C common stock, $0.001 par value per share (the “Common Stock”), for July, August and September 2024, 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 May 1, 2024, the Company’s Board of Directors (the “Board”) authorized and the Company declared a dividend on the Series A Preferred Stock of $921,875 for the second quarter of 2024, which will be paid at a rate of $0.4609375 per share on July 15, 2024 (the “Second Quarter Dividend”). The Second Quarter Dividend will be payable to holders of record of the Company’s Series A Preferred Stock as of the close of business on June 28, 2024.

Monthly Distributions for Common Stock Declared

On May 1, 2024, the Board authorized and the Company declared a distribution on the Common Stock, at a rate of $0.09583 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on July 31, 2024 (the “July Dividend”). The July Dividend will be payable on or about August 26, 2024.

Also, on May 1, 2024, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.09583 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on August 30, 2024 (the “August Dividend”). The August Dividend will be payable on or about September 25, 2024.

Also, on May 1, 2024, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.09583 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on September 30, 2024 (the “September Dividend”). The September Dividend will be payable on or about October 25, 2024.

The per share monthly distribution rate of $0.09583 per share of Common Stock is equivalent to an annualized rate of $1.15 per share and consistent with the annualized dividend rate 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 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. 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.

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Item 9.01.						Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Modiv Industrial, Inc. Press Release dated May 22, 2024
104			Cover 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: May 22, 2024

Exhibit 99.1

Modiv Industrial Declares Quarterly Dividends for Preferred Shareholders

and

Monthly Distributions for Common Shareholders

RENO, NV, May 22, 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 second quarter of 2024 and the declaration of a regular monthly cash distribution of $0.09583 per share on the Company’s Class C common stock, $0.001 par value per share (the “Common Stock”), for each of July, August and September 2024.

On May 1, 2024, the Board of Directors authorized a quarterly dividend payable to Series A Preferred Stockholders of record as of June 28, 2024, which will be paid on July 15, 2024. 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 July 31, 2024, August 30, 2024 and September 30, 2024, which will be paid on or about August 26, 2024, September 25, 2024 and October 25, 2024, respectively. The current monthly distribution amount of $0.09583 per share represents an annualized distribution rate of $1.15 per share of common stock and a dividend yield of 7.3% based on Modiv Industrial’s closing price of $15.66 on May 21, 2024.

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.

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Forward-looking Statements

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.

Investor Inquiries:

[e-mail]

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Cover	May 22, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 22, 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	200 S. Virginia Street, Suite 800
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89501
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
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

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