Current Report Filing (8-k)

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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): December 21, 2022

Modiv 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.)

120 Newport Center Drive
Newport Beach, California						92660
(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. ☐

2

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Item 8.01.						Other Events.

2023 Share Repurchase Program

On December 21, 2022, the Board of Directors of Modiv Inc. (the “Company”) authorized the Company, on and after January 1, 2023, to repurchase up to $15 million (exclusive of fees and commissions) of outstanding shares of its Class C common stock (“common stock”) and/or its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock (“preferred stock”) (the “2023 Repurchase Program”). Repurchases under the 2023 Repurchase Program may be made through open market purchases, privately negotiated transactions or other methods of acquiring shares permitted by applicable law, and the amount and timing of any repurchases will be dependent on various factors, including market conditions and corporate and regulatory considerations. Repurchases under the 2023 Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Repurchases made pursuant to the 2023 Repurchase Program are subject to compliance with covenants and other restrictions set forth in the Company’s credit agreement with KeyBank National Association and the other lending institutions party thereto.

The 2023 Repurchase Program expires on December 31, 2023, and it may be suspended or discontinued at any time.

This report may contain forward-looking information and statements, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock and/or preferred stock. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock and preferred stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the New York Stock Exchange; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake any obligation to update any forward-looking statements or information, including those contained in this report.

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

Date: December 21, 2022