Shortly after our January 20th press release we received multiple inquiries of interest, including two unsolicited offers, from a varied assortment of parties. One of those unsolicited offers presented a potentially compelling upside for our investors so we expended considerable time and energy diving into the art of the possible. Ultimately, we concluded that we couldn’t confidently see a secure path forward at that moment and chose to step back from the discussions.

Mind you, this decision was made before it became abundantly clear that the REIT market was going to have to find safe passage through the Strait of High Rates.

https://viavid.webcasts.com/starthere.jsp?ei=1756899&tp_key=bdb079fc1b

management@modiv.com

(Unaudited)

(1)     Fully diluted shares/units outstanding includes the weighted average dilutive effect of 1,593,328 Class C OP Units and 895,043 Class X OP Units for the three months ended December 31, 2025 and 1,306,409 Class C OP Units for the three months ended December 31, 2024. Fully diluted shares/units outstanding includes the weighted average dilutive effect of 1,532,047 Class C OP Units and 803,715 Class X OP Units for the year ended December 31, 2025, and 1,895,871 Class C OP Units for the Year ended December 31, 2024. Class X OP Units were excluded from the weighted average shares/units outstanding in calculating earnings (loss) per share for the three months and year ended December 31, 2025 in the unaudited condensed consolidated statements of operations since they were anti-dilutive.     

(in thousands)

(Unaudited)

We define Net Debt as gross debt less cash and cash equivalents. We define Adjusted EBITDA as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, gains or losses from the sales of depreciable property, extraordinary items, provisions for impairment on real estate investments and goodwill, interest expense, non-cash items such as stock compensation and write-offs of transaction costs and other one-time transactions. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. EBITDA is not a measure of financial performance under GAAP, and our EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA as an alternative to net income or cash flows from operating activities determined in accordance with GAAP.

This data and other information described herein are as of and for the three months ended December 31, 2025 unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with Modiv Industrial, Inc.'s. Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 25, 2026, including the financial statements and management's discussion and analysis of financial condition and results of operations.

Information set forth herein contains forward-looking statements, which reflect our current views regarding our business, financial performance, growth prospects and strategies, market opportunities, and market trends. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. All of the forward-looking statements herein are subject to various risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance, and achievements could differ materially from those expressed in or by the forward-looking statements and may be affected by a variety of risks and other factors. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from such forward-looking statements. These factors include, but are not limited to, changes in the rate of inflation and interest rates, general economic conditions, local real estate conditions, tenant financial health, property acquisitions and dispositions and the timing of any acquisitions and dispositions, supply-chain disruptions, tariffs and negative impacts associated with foreign policy actions implemented by the United States. These and other risks, assumptions, and uncertainties are described in our filings with the U.S. Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on any forward-looking statements included herein. All forward-looking statements are made as of the date of this document and the risk that actual results, performance, and achievements will differ materially from the expectations expressed or referenced herein will increase with the passage of time. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Modiv Industrial, Inc. (NYSE:MDV) (“Modiv Industrial”, the “Company”, “we”, “us” and “our”) is a real estate investment trust (“REIT”) that acquires, owns and manages a portfolio of single-tenant net-lease 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.

Modiv Industrial strives towards a “best-in-class” corporate governance structure through a board of directors and management team with decades of institutional real estate industry experience.

management@modiv.com

Broadridge Corporate Issuer Solutions

51 Mercedes Way

Edgewood, NY 11717-8309

Attn: IWS

866-557-4239

Shortly after our January 20th press release we received multiple inquiries of interest, including two unsolicited offers, from a varied assortment of parties. One of those unsolicited offers presented a potentially compelling upside for our investors so we expended considerable time and energy diving into the art of the possible.

Ultimately, we concluded that we couldn’t confidently see a secure path forward at that moment and chose to step back from the discussions. Mind you, this decision was made before it became abundantly clear that the REIT market was going to have to find safe passage through the Strait of High Rates.

https://viavid.webcasts.com/starthere.jsp?ei=1756899&tp_key=bdb079fc1b

management@modiv.com

(dollars in thousands, except share/unit and per share/unit data)(unaudited)

(1)    Rental income includes tenant reimbursements primarily for property expenses. The decrease in the third and fourth quarter of 2025 is primarily due to Costco’s lease expiration on July 31, 2025 and Solar Turbines lease expiration on September 30, 2025. During the fourth quarter of 2025, we completed the sale of our office property in Issaquah, Washington formerly leased to Costco for $26.0 million, which included the sale price of $25.6 million and $0.4 million of extension fees. In conjunction with the sale, we repaid the $18.3 million mortgage note secured by the property and paid a $0.7 million loan prepayment fee, which is included in interest expense, net of unrealized gain or loss on interest rate swaps and derivative instruments.

(2)    During the first quarter of 2025, a total of 895,043 Class X OP Units were awarded to our employees. Stock compensation expense for the fourth quarter of 2024 reflects the portion of independent directors’ fees that were paid in common stock.

(3)    The decrease in depreciation and amortization beginning in the first quarter of 2025 is primarily due to no longer recognizing depreciation and amortization expense for the real estate investments of our office property in Issaquah, Washington formerly leased to Costco upon classifying it as held for sale as of December 31, 2024.

(4)    We recorded impairment charges of $5.8 million in aggregate related to our property and equipment in Saint Paul, Minnesota during the second and fourth quarters of 2025. We determined that impairment charges were required based on market conditions at the time and represented the excess of the assets' carrying value over the assets’ estimated sale price less estimated selling costs. In December 2025, we entered into a purchase and sale agreement for the property and equipment for $4.0 million and the buyer deposited a $0.3 million non-refundable deposit. In January 2026, the parties amended the purchase and sale agreement, increasing the purchase price to $4.1 million and allowing for an option to extend the closing date to March 31, 2026 with the buyer depositing an additional $1.7 million of non-refundable deposits, which the Company has received.

(5)    The gain for the fourth quarter of 2025 relates to the sale of our office property in Issaquah, Washington formerly leased to Costco. The gain for the first quarter of 2025 relates to the sale of our industrial property in Endicott, New York.

(6)    Other income for the fourth quarter of 2025 includes $0.7 million of proceeds from the settlement of property-related insurance claims.

(7)    Interest expense includes amortization of off-market interest rate derivatives, accrued interest receivable related to the off-market derivatives, unrealized gains and losses on interest rate swaps and is net of derivative settlements as shown below (in thousands).

(a)     In January 2025, we, through our Operating Partnership, entered into two swap agreements, effective December 31, 2024, for $125.0 million each, for an aggregate of $250.0 million, which fixed the secured overnight financing rate for the year ended December 31, 2025 at 2.45%, resulting in a fixed rate of 4.25% based on our leverage ratio. We paid aggregate premiums of $4.2 million, including accrued interest receivable of $0.3 million, to buy down the fixed rate below the market rate, which was a derivative that was recorded as an asset on our balance sheet and amortized over the 12 months ended December 31, 2025, increasing interest expense. We designated the pay-fixed, receive-floating interest rate swaps as cash flow hedges and therefore the change in fair value of $1.0 million, $1.1 million, $0.8 million and $1.0 million for the three months ended December 31, 2025, September 30, 2025, June 30, 2025 and March 31, 2025, respectively, was recorded as accumulated other comprehensive income in our balance sheet, not as an increase to interest expense.

(b)    For derivative instruments that are not deemed effective or are not designated as cash flow hedges, unrealized loss results in an increase in interest expense and the unrealized gain decreases interest expense. For derivative instruments that were designated as a cash flow hedge and later deemed ineffective, any unrealized gain is amortized on a straight-line basis, as a reduction to interest expense.

(8)     While net income attributable to common stockholders was $2,000 for the first quarter of 2025, earnings (loss) per share is $(0.01) for the period because distributions paid to Class X OP Units are deducted in calculating earnings (loss) per share.

(9)     The weighted average dilutive effect of 895,043 Class X OP Units for each of the three months ended December 31, 2025, September 30, 2025 and June 30, 2025 and 524,660 Class X OP Units for the three months ended March 31, 2025 was excluded from diluted net income (loss) per share attributable to common stockholders and noncontrolling interests, as the effect would have been antidilutive. During the three months ended March 31, 2025, a total of 895,043 Class X OP Units were awarded to our employees.

(1)    As discussed in footnote (7) to the Consolidated Statements of Operations above, (i) for derivative instruments that were designated as a cash flow hedge and later deemed ineffective, any unrealized gain is amortized on a straight-line basis, as a reduction to interest expense and offset to comprehensive income (loss), (ii) for effective derivative instruments designated as a cash flow hedge, the change in fair value is recorded in other comprehensive income, and (iii) premiums paid to buy down the fixed rate below the market rate were amortized over the 12 months ended December 31, 2025, and increased interest expense and offset comprehensive income (loss).

(dollars in thousands, except shares/units and per share/unit data)(unaudited)

(1)    Each share of Class C Common Stock and Class C OP Unit have the same participation in earnings (loss) and therefore Class C OP Units are included in the weighted average shares and units outstanding to calculate diluted earnings (loss) per share. Losses are not allocated to the Class X OP Units because they have not vested and do not have a contractual obligation to share in our losses. As such, net loss attributable to noncontrolling interest in Operating Partnership represents net loss allocated to Class C OP Units, which is different than the amount presented on the statements of operations and equity for the three month periods that include net loss allocated to Class X OP Units. Net (income) loss attributable to noncontrolling interest in Operating Partnership for the three month periods is calculated using the three month weighted average shares/units, whereas the net (income) loss attributable to noncontrolling interest in Operating Partnership presented on the statements of operations and equity for the three month periods are calculated for the year-to-date period less the prior quarter’s year-to-date net (income) loss attributable to noncontrolling interest in Operating Partnership, which can result in a different amount.

(2)    During the three months ended March 31, 2025, we acquired an industrial property whereby the seller received 344,119 Class C OP Units.

(3)    Class C OP Units are included in the weighted average shares and units outstanding to calculate diluted earnings (loss) per share as each Class C Common Share and Class C OP Unit have the same participation in earnings (loss). The weighted average dilutive effect of 895,043 Class X OP Units for each of the three months ended December 31, 2025, September 30, 2025 and June 30, 2025 and 524,660 Class X OP Units for the three months ended March 31, 2025 is not included in calculating earnings (loss) per share as the effect would have been antidilutive. During the three months ended March 31, 2025, a total of 895,043 Class X OP Units were awarded to our employees.

(dollars in thousands, except shares/units and per share/unit data)(unaudited)

						Three Months Ended
						December 31, 2025						September 30, 2025						June 30, 2025						March 31, 2025						December 31, 2024
Net income (loss) (in accordance with GAAP)						$	1,281					$	1,077					$	(2,633)					$	829					$	1,642
Preferred stock dividends						(784)						(795)						(796)						(827)						(922)
Net income (loss) attributable to common stockholders and OP Unit holders						497						282						(3,429)						2						720
FFO adjustments:
Depreciation and amortization of real estate properties						3,695						3,746						3,828						3,818						4,163
Depreciation and amortization for unconsolidated investment in a real estate property						189						189						189						189						189
Impairment of real estate investment property						1,814						—						4,000						—						—
Gain on sale of real estate investments, net						(2,436)						—						—						(84)						—
FFO attributable to common stockholders and OP Unit holders						3,759						4,217						4,588						3,925						5,072
AFFO adjustments:
Stock compensation expense (1)						810						811						810						484						65
Amortization and write off of deferred financing costs						157						157						158						157						529
Abandoned pursuit costs						17						126						—						—						—
Amortization of deferred rents						(1,235)						(1,241)						(1,269)						(1,303)						(1,337)
Amortization of unrealized holding gain, net of unrealized loss on non-designated or ineffective interest rate derivative instruments						(256)						(256)						(253)						(250)						(205)
Amortization of off-market interest rate derivatives and reduction for accrued interest (2)						1,046						1,045						1,034						1,075						—
Loss on early extinguishment of debt						768						—						—						—						—
Amortization of (below) above market lease intangibles, net						(217)						(213)						(212)						(212)						(211)
Proceeds from the settlement of property-related insurance claims						(684)						—						—						—						—
Loss on equity investments						—						—						—						—						125
Other adjustments for unconsolidated investment in a real estate property						(128)						(135)						(78)						36						29
AFFO attributable to common stockholders and OP Unit holders						$	4,037					$	4,511					$	4,778					$	3,912					$	4,067
Weighted Average Shares/Units Outstanding:
Fully diluted (3)						12,768,939						12,686,313						12,612,092						11,842,425						11,021,876
FFO Per Share/Unit:
Fully diluted						$	0.29					$	0.33					$	0.36					$	0.33					$	0.46
AFFO Per Share/Unit:
Fully diluted						$	0.32					$	0.36					$	0.38					$	0.33					$	0.37

(1)    During the three months ended March 31, 2025, a total of 895,043 Class X OP Units were awarded to our employees. Stock compensation expense for the three months ended December 31, 2024 reflects the portion of independent directors’ fees that were paid in common stock.

(2)    In January 2025, we, through our Operating Partnership, entered into two swap agreements, effective December 31, 2024, for $125.0 million each, for an aggregate of $250.0 million which fixed the secured overnight financing rate for the year ended December 31, 2025 at 2.45%, resulting in a fixed rate of 4.25% based on our leverage ratio. We paid aggregate premiums of $4.2 million, including accrued interest receivable of $0.3 million, to buy down the fixed rate below the market rate, which was a derivative that was recorded as an asset on our balance sheet and amortized over the 12 months ended December 31, 2025, increasing interest expense.

(3)    The weighted average shares/units outstanding - diluted includes the weighted average dilutive effect of the Class C and Class X OP Units (which are excluded from the weighted average shares/units outstanding in calculating earnings (loss) per share in the unaudited condensed consolidated statement of operations since the Class X OP Units are antidilutive).

(1)    Reflects our approximate 72.7% tenant-in-common interest (“TIC Interest”). On January 16, 2026, we acquired the 27.3% remaining TIC interest for $9.6 million, giving us 100% ownership and control of the property.

(2)    Decrease at December 31, 2025 reflects repayment of the mortgage on our Issaquah, Washington property in connection with the sale of the property on December 15, 2025.

(3)     Reflects our approximate 72.7% pro rata share of the mortgage note payable and cash of our unconsolidated TIC Interest at December 31, 2025.

We calculate our leverage ratio in conformance with the definition used in our KeyBank credit facility as set forth below.

(1) Decrease reflects the sale of our Issaquah, Washington property in December 2025, partially offset by the acquisition of a property in the Jacksonville, Florida MSA in March 2025.

(2)    Decrease at December 31, 2025 reflects repayment of the mortgage on our Issaquah, Washington property in connection with the sale of the property on December 15, 2025.

(1)    In December 2024, we exercised our right to reduce our Revolver line of credit from $150.0 million to $30.0 million in order to save $0.3 million in annual unused fees.

(2)    In January 2026, we entered into three new swap agreements, effective December 31, 2025, for $83.3 million each, for an aggregate of $250.0 million, corresponding to the Term Loan, which will fix SOFR for the year ending December 31, 2026 to 2.45%, resulting in a fixed rate of 4.15% based on our leverage ratio of 45.1% as of December 31, 2025. We paid aggregate premiums of $2.7 million, including accrued interest receivable of $0.1 million, to buy down the fixed rate below the prevailing market rate.

(3)    After taking into account the January 16, 2026 amendment to our Credit Agreement, the weighted average interest rate for the $262.1 million total debt outstanding was 4.14% as of December 31, 2025.

(dollars in thousands, except shares and per share data)(unaudited)

(1)    Our $280.0 million Credit Facility is comprised of a $30.0 million Revolver and a $250.0 million Term Loan. As of the filing date of this Supplemental Data, the $250.0 million Term Loan is fully drawn and the Revolver has no amounts outstanding.

(2)    Contractual fixed rate.

(3)    The interest rate on the Revolver is based on our leverage ratio at the end of the prior quarter. With our leverage ratio at 45.1% as of December 31, 2025, the spread over the SOFR was 175 basis points and the interest rate on the Revolver was 5.4375% as of February 26, 2026. We also pay an annual unused fee of up to 25 basis points on the Revolver, based on the daily amount of the unused commitment.

(4)    In January 2026, we entered into three new swap agreements, effective December 31, 2025, for $83.3 million each, for an aggregate of $250.0 million, corresponding to the Term Loan, which will fix SOFR for the year ending December 31, 2026 to 2.45%, resulting in a fixed rate of 4.15% based on our leverage ratio of 45.1% as of December 31, 2025. We paid aggregate premiums of $2.7 million, including accrued interest receivable of $0.1 million, to buy down the fixed rate below the prevailing market rate. The buydown premium is a derivative that will be recorded as an asset on our balance sheet as of January 31, 2026 and amortized over the 12 months ending December 31, 2026, increasing interest expense.

(5)    After taking into account the January 16, 2026 amendment to our Credit Agreement, the weighted average interest rate for the $262.1 million total debt outstanding was 4.14% as of December 31, 2025.

(6)     During the fourth quarter of 2025, we completed the sale of our office property in Issaquah, Washington formerly leased to Costco for $26.0 million, which included the sale price of $25.6 million and $0.4 million of extension fees. In conjunction with the sale, we repaid the $18.3 million mortgage note secured by the property and paid a $0.7 million loan prepayment fee, which is included in interest expense, net of unrealized gain or loss on interest rate swaps and derivative instruments.

(7)    On January 16, 2026, we entered into an agreement to amend the Credit Agreement to extend the maturity date of the credit facility eighteen months to July 18, 2028.

The following is a summary of key financial covenants for our credit facility and mortgage notes, as defined and calculated per the terms of the facility's Credit Agreement and the mortgage notes' governing documents, respectively, which are included in our filings with the SEC. These calculations, which are not based on U.S. Generally Accepted Accounting Principles (“GAAP”) measurements are presented to demonstrate that as of December 31, 2025, we are in compliance with the covenants.

(1) The weighted average lease term above only reflects the 35 properties that are included in the Credit Facility borrowing base.

The following table summarizes our property acquisition activity from October 1, 2024 through December 31, 2025:

(1)    Annual increase is unadjusted annual percentage change in the Consumer Price Index as published by the U.S. Bureau of Labor Statistics Consumer Price Index as published by the U.S. Bureau of Labor Statistics. Weighted average cap rate assumes 3.0% annual increases.

The following table summarizes our property disposition activity from October 1, 2024 through December 31, 2025.

(1)    In connection with this sale, the lease for our property in Jamestown, New York with another Producto subsidiary was amended to increase the base rent by $2,500 per month effective March 1, 2025.

(2)    Property was formerly leased to Costco. The disposition price includes $0.4 million of extension fees.

(1)    Reflects our approximate 72.7% TIC Interest. On January 16, 2026, we acquired the 27.3% remaining TIC interest for $9.6 million, giving us 100% ownership and control of the property.