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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): October 17, 2025
Modiv Industrial, Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-40814 |
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47-4156046 |
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(Commission |
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(I.R.S. Employer |
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File Number) |
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Identification No.) |
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| 1500 North Grant Street #5609 |
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| Denver, |
Colorado |
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80203 |
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(Zip Code) |
Registrant’s telephone number, including area code: (888) 686-6348
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class C Common Stock, $0.001 par value per share |
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MDV |
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New York Stock Exchange |
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share |
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MDV.PA |
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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. ☐
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Item 7.01. |
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Regulation FD Disclosure. |
Press Release
On October 17, 2025, the Company, issued a press release announcing (i) that it will report financial results for the quarter ended September 30, 2025 after market closes on Friday, November 14, 2025 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 October, November and December 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.
Monthly Distributions for Common Stock Declared
On October 7, 2025, 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 October 31, 2025 (the “October Dividend”). The October Dividend will be payable on or about November 14, 2025.
Also, on October 7, 2025, 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 November 28, 2025 (the “November Dividend”). The November Dividend will be payable on or about December 15, 2025.
Also, on October 7, 2025, 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 December 31, 2025 (the “December Dividend”). The December Dividend will be payable on or about January 15, 2026.
The per share monthly distribution rate of $0.0975 per share of Common Stock represents an annual distribution rate of $1.17 which is consistent with the annualized dividend rate that has been paid since January 31, 2025.
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, 2024 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.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description
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99.1 |
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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.
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MODIV INDUSTRIAL, INC. (Registrant) |
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By: |
/s/ RAYMOND J. PACINI |
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Name: |
Raymond J. Pacini |
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Title: |
Chief Financial Officer |
Date: October 17, 2025
EX-99.1
2
modivreit-20251017x_ex991x.htm
EX-99.1
Document
Exhibit 99.1
Modiv Industrial Declares Monthly Distributions for Common Shareholders and Announces that it Will Report Third Quarter 2025 Financial Results on November 14, 2025
Monthly Distributions
Denver, CO, October 17, 2025 – 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 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 October, November and December 2025, representing an annual distribution rate of $1.17.
On October 7, 2025, the Board of Directors authorized monthly distributions payable to Common Stockholders of record as of October 31, 2025, November 28, 2025 and December 31, 2025, which will be paid on or about November 14, 2025, December 15, 2025 and January 15, 2026, 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 consistent with dividends that have been paid since January 31, 2025, and reflects a dividend yield of 8.1% based on Modiv Industrial’s closing price of $14.38 on October 16, 2025.
Modiv To Report Third Quarter 2025 Financial Results
In addition, Modiv Industrial today announced that it will report financial results for the quarter ended September 30, 2025 after the market closes on Friday, November 14, 2025. Management will host a conference call the same day at 4:30 p.m. Eastern Time to discuss the results.
Live conference call: 1-800-717-1738 or 1-646-307-1865 at 4:30 p.m. Eastern Time, Friday, November 14, 2025.
Webcast: To listen to the webcast, either live or archived, use this link
https://viavid.webcasts.com/starthere.jsp?ei=1739146&tp_key=f6dd467ff5
or visit the investor relations page of Modiv’s website at www.modiv.com.
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, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2025. 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.
Inquiries:
management@modiv.com