Modiv Industrial Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$MDV
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): March 10, 2025
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Item 7.01. | Regulation FD Disclosure. | |||||||
Press Release
On March 13, 2025, the Company, issued a press release announcing (i) the declaration of a quarterly dividend for the first quarter of 2025 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 (ii) the declaration of monthly distributions on the Company’s Class C common stock, $0.001 par value per share (the “Common Stock”), for April, May and June 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 February 27, 2025, 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 first quarter of 2025, which will be paid at a rate of $0.4609375 per share on April 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 March 31, 2024.
Monthly Distributions for Common Stock Declared
On February 27, 2025, 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 April 30, 2025 (the “April Dividend”). The April Dividend will be payable on or about May 15, 2025.
Also, on February 27, 2025, 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 May 30, 2025 (the “May Dividend”). The May Dividend will be payable on or about June 16, 2025.
Also, on February 27, 2025, 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 June 30, 2025 (the “June Dividend”). The June Dividend will be payable on or about July 15, 2025.
The per share monthly distribution rate of $0.0975 per share of Common Stock represents an annual distribution rate of $1.17 which is consistent with the annualized dividend rate that has been paid since January 31, 2025.
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, 2024 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.
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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 13, 2025