Modiv Industrial Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2024
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Item 3.03. | Material Modification to Rights of Security Holders | ||||
On November 4, 2024, with the authorization of the Board of Directors of the Company, the Company increased the discount for the purchase price of shares of Class C Common Stock of the Company (the “Class C Common Stock”) under the Company’s Second Amended and Restated Distribution Reinvestment Plan (the “DRP”) from 3% to 5%. Pursuant to the DRP, the Company may change the discount to the Market Price (as defined in the DRP) at which shares may be purchased under the DRP from the Company from 0% to 5% at any time effective upon at least thirty (30) days prior notice to stockholders.
As more fully described in the DRP, the purchase price for the Class C Common Stock under the DRP depends on whether the Company issues new shares to DRP participants or the Company or any third-party administrator obtains shares to be issued to DRP participants by purchasing them in the open market or in privately negotiated transactions. After the change in the discount rate becomes effective, the purchase price for the Class C Common Stock issued directly by the Company will be 95% of the Market Price of the Class C Common Stock until further modified by the Company. This discount is subject to change from time to time, in the Company’s sole discretion, but will be between 0% to 5% of the Market Price. The purchase price for the Class C Common Stock that the Company or any third-party administrator purchases from parties other than the Company, either in the open market or in privately negotiated transactions, will be 100% of the “average price per share” (as described in the Second Amended and Restated Distribution Reinvestment Plan) actually paid for such shares of Class C Common Stock, excluding any processing fees.
The change in the discount rate discussed above will be effective on December 7, 2024.
| Item 7.01. | Regulation FD Disclosure. | |||||||
Press Release
On November 6, 2024, the Company, issued a press release announcing (i) that on November 4, 2024, the Company, with the authorization of the Board of Directors of the Company, increased the discount for the purchase price of shares of Class C Common Stock under the Company’s DRP from 3% to 5%, which will go into effect on December 7, 2024, (ii) the declaration of a quarterly dividend for the fourth quarter of 2024 on the Company’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) and (iii) the declaration of monthly distributions on the Company’s Class C common stock, $0.001 par value per share (the “Common Stock”), for January, February and March 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.
| Item 8.01. | Other Events. | |||||||
Series A Preferred Stock Dividend Declared
On November 4, 2024, the board of directors of the Company (the “Board”) authorized and the Company declared a dividend on the Series A Preferred Stock of $921,875 for the fourth quarter of 2024, which will be paid at a rate of $0.4609375 per share on January 15, 2025 (the “Fourth Quarter Dividend”). The Fourth Quarter Dividend will be payable to holders of record of the Company’s Series A Preferred Stock as of the close of business on December 31, 2024.
Monthly Distributions for Common Stock Declared
On November 4, 2024, 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 January 31, 2025 (the “January Dividend”). The January Dividend will be payable on or about February 25, 2025.
Also, on November 4, 2024, 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 February 28, 2025 (the “February Dividend”). The February Dividend will be payable on or about March 25, 2025.
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Also, on November 4, 2024, 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 March 31, 2025 (the “March Dividend”). The March Dividend will be payable on or about April 25, 2025.
The per share monthly distribution rate of $0.0975 per share of Common Stock represents an annual distribution rate of $1.17 and an increase of 1.7% over the annualized dividend rate of $1.15 per share that has been paid since October 1, 2021.
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, 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. 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.
| 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: November 6, 2024