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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): January 16, 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 January 16, 2025, the Company issued a press release announcing the tax treatment of dividends paid to its common stockholders and preferred stockholders for 2024, 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.

Safe Harbor

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 related to annualized dividend rates, future distributions and distributions declared by the Company’s board of directors. 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, 2023 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. 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.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.Description
99.1
104Cover 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: January 16, 2025
3




Exhibit 99.1
image_0.jpg

Modiv Industrial Announces Tax Treatment of 2024 Dividends

Denver, CO, January 16, 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 tax treatment for its 2024 common stock and preferred stock dividends.

Total Common Stock Distributions Paid in 2024:
$2.31480(a)
Ordinary Income Portion of Distributions
$0.37338(16.13%)
Non-Taxable Distributions (Return of Capital)
$1.94142(83.87%)
(a)Includes $1.1648 per share distribution of Generation Income Properties, Inc. common stock on January 31, 2024.

Total Series A Preferred Stock Dividends Paid in 2024:$1.84375
Ordinary Income Portion of Dividends$1.84375(100%)
Non-Taxable Distributions (Return of Capital)$0.00000(0.00%)

Shareholders are encouraged to consult with their tax advisors as to their specific tax treatment of any Modiv Industrial distributions received.

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 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, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2024. 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



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Cover
Jan. 16, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 16, 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
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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
Modiv Industrial (NYSE:MDV-A)
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