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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): March 4, 2025

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.)

2195 South Downing Street
Denver, Colorado
80210
(Address of principal executive offices)(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:
☐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



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

Item 7.01.
Regulation FD Disclosure.

Press Release

On March 7, 2025, the Company issued a press release announcing the repurchase of 150,000 shares of its 7.375% Series A Cumulative Redeemable Perpetual 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.

Item 8.01.
Other Events.

On March 4, 2025, the Board of Directors of Modiv Industrial, Inc. (the “Company”) authorized the Company to repurchase shares of its 7.7375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share, up to an aggregate amount not to exceed the aggregate amount of proceeds from sales of the Company’s Class C common stock, $0.001 par value per share, during the trailing twelve month period (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through open market purchases, block 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 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 Repurchase Program expires on December 31, 2026, and it may be suspended or discontinued at any time.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description

99.1
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: March 7, 2025



image_0a.jpg

Modiv Industrial Increases AFFO and Retires Preferred Shares


Denver, CO, March 7, 2025 – Modiv Industrial, Inc. (“Modiv Industrial”, “Modiv”, the “Company”, “we” or “our”), (NYSE:MDV), the only public REIT exclusively focused on acquiring industrial manufacturing real estate, today provided a financial update.

Highlights:

•Retires 7.5% of Modiv’s Series A Preferred shares at a 6% discount to par value.
•The 150,000 preferred share acquisition at $23.50 per share, for a total of $3.525 million, represents a 7.85% annual yield and a 13.45% yield to call.
•Increases base case, static 2025 Adjusted Funds From Operations (“AFFO”) estimate to $1.39 per fully diluted share.

The following is a statement from Aaron Halfacre, CEO of Modiv Industrial:

“Most days being a small cap REIT CEO in a high interest rate environment feels a lot like being Rodney Dangerfield…you might be entertaining to investors on any given day but the majority of time you get no respect. Case in point, just a few days ago we released results that solidly beat consensus estimates, and the market yawned with a blank stare – you’re a tough audience to please. Let’s see if today’s news can at least cause you to begrudgingly break a smile.

Though it may not be a four-leaf clover, at the very least it is a vibrant three-leaf clover found in the dead of winter, and I gladly accept this lucky charm as the yield is magically delicious. We received a random call from an unknown fixed income broker we had never heard of saying they had a client that would like to sell a large block of our series A preferred shares and wanted to know if we were interested. After a little price banter, we agreed to a private market transaction to acquire 150,000 preferred shares at $23.50 per share. That’s 7.5% of our entire preferred stack, that’s meaningful on multiple fronts. If I may…

-This transaction shows that discipline and patience pay off. This is arguably better than buying a $3.5 million property as the annual yield of 7.85% is higher than what we have seen in the market, and we know for a fact that this investment would cost us 6% more in as little as two years.
-For those who consider preferred equity as leverage, this shows our commitment to reducing our leverage and strengthening cash flow to common equity investors.


-This acquisition results in $276,000 in additional annual savings which is on top of the recently announced $700,000 in interest savings and $300,000 in revolver savings that are also related to ‘leverage’.

This transaction increases our base case, static, ‘stare-at-navel’ AFFO to $1.39 per fully diluted share for 2025. Yes, it is only a two-cent increase (in as many days) to our “do nothing” scenario but it highlights how a small REIT can move the needle with smart decisions. I will let you make your own bets on whether you think we will do nothing this year; however, not unlike when we retired OP units last year for $14.80 that we had issued at $25.00, acquiring preferred at $23.50 that was originally issued at $25.00 is another example of our ability to make money for our investors. Every penny matters and if you know how to make investors money, then you will be given the opportunity to do so with larger amounts over time. Though the cash to purchase this transaction was on balance sheet and is a bit fungible, let’s for illustrative purposes link this cash to the ATM sales we did in the fourth quarter of 2024. That equity was issued at a dividend yield/cost of capital of 7.24% and we have quickly redeployed that capital at a 7.85% yield with quantifiable upside.

Today’s news will likely not earn the respect of some of you and that’s ok. My hope is that those investors out there, who worked damn frickin hard for their money, will read this and say to themselves ‘this dude is a good steward of my capital’. To paraphrase Warren Buffett, I personally have put all my eggs in one basket (over 1.11 million eggs to be exact – which is over 8% of the MDV basket), and I am watching (and thinking and strategizing and perfecting) that basket 24/7. Each day we climb the hill, each day we grind it out, and for those of you who that resonates with – then welcome to the tribe.

Until next time.

Grit, grind, get it done!” Aaron Halfacre, CEO of Modiv Industrial

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

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 regarding our plans, strategies and prospects, both business and financial. 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 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


###


v3.25.0.1
Cover
Mar. 04, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Mar. 04, 2025
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 2195 South Downing Street
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80210
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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