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): September 14, 2023
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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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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200 S. Virginia Street, Suite 800
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Reno, Nevada
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89501
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(Address of principal executive offices)
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(Zip Code)
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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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☐
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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))
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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
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Class C Common Stock, $0.001 par value per share
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MDV
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New York Stock Exchange |
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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. ☐
| Item 7.01. |
Regulation FD Disclosure.
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Press Release
On September 14, 2023, Modiv Industrial, Inc. (the “Company”) issued a press release announcing the declaration of a quarterly dividend for the third
quarter of 2023 on the Company’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), 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.
Series A Preferred Stock Dividend Declared
On August 7, 2023, 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 third quarter of 2023, which will be paid at a rate of $0.4609375 per share on October 16, 2023 (the “Third Quarter Dividend”). The Third Quarter Dividend will be payable to holders of record of the Company’s Series A Preferred
Stock as of the close of business on September 29, 2023.
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. The Company’s operating performance and the timing
and amount of future dividends is subject to risks and uncertainties as described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Modiv Industrial, Inc. Press Release dated September 14, 2023
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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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:
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/s/ RAYMOND J. PACINI
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Name:
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Raymond J. Pacini
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Title:
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Chief Financial Officer
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Date: September 14, 2023
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