Plymouth Industrial REIT Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 27, 2026

PLYMOUTH INDUSTRIAL REIT, INC.

(PIR Industrial REIT LLC as successor by merger to Plymouth Industrial REIT, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

c/o Makarora Investments LLC

60 Charlton Street, 6th Floor

New York, NY 10014

(Address of Principal Executive Offices) (Zip Code)

(646) 347-1920

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Mergers (as defined below) pursuant to the Agreement and Plan of Merger, dated as of October 24, 2025 (the “Merger Agreement”), by and among Plymouth Industrial REIT, Inc., a Maryland corporation (the “Company”), Plymouth Industrial OP, LP, a Delaware limited partnership (the “Operating Partnership”), PIR Ventures LP, a Delaware limited partnership (“Parent”), PIR Industrial REIT LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“REIT Merger Sub”), and PIR Industrial OP LLC, a Delaware limited liability company and a wholly-owned subsidiary of REIT Merger Sub (“OP Merger Sub”).

On January 27, 2026 (the “Closing Date”), pursuant to the Merger Agreement, the Company merged with and into REIT Merger Sub (the “REIT Merger”), with REIT Merger Sub surviving as a wholly owned subsidiary of Parent (the “REIT Surviving Entity”) and, immediately prior to the consummation of the REIT Merger, the Operating Partnership merged with and into OP Merger Sub (the “Partnership Merger” and, together with the REIT Merger, the “Mergers”), with OP Merger Sub surviving as a wholly owned subsidiary of REIT Merger Sub (the “Partnership Surviving Entity”).

The information provided in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.

Effective as of the Closing Date, all outstanding amounts under that certain Third Amended and Restated Credit Agreement, dated as of November 6, 2024, by and among the Operating Partnership, the guarantors from time to time party thereto, KeyBank National Association and the other lenders party thereto and as amended, restated or modified prior to the date hereof, were repaid in full, all outstanding obligations and commitments thereunder were terminated and all related security interests and liens were released.

The information set forth in the Introductory Note and in Items 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

Pursuant to the terms and subject to the conditions in the Merger Agreement, at or immediately prior to, as applicable, the effective time of the REIT Merger (the “REIT Merger Effective Time”):

Pursuant to the terms and subject to the conditions in the Merger Agreement, at or immediately prior to, as applicable, the effective time of the Partnership Merger (the “Partnership Merger Effective Time”):

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 24, 2025, which is incorporated herein by reference.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

In connection with the consummation of the Mergers, the Company notified the New York Stock Exchange (the “NYSE”) on the Closing Date that each outstanding share of Company Common Stock was converted into the right to receive the REIT Merger Consideration pursuant to the Merger Agreement as described under Item 2.01 and requested the NYSE to file a notification of removal from listing and registration on Form 25 with the SEC to remove the Company Common Stock from listing on the NYSE and deregister the Company Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company Common Stock is expected to be suspended from trading on the NYSE effective prior to the opening of trading on January 28, 2026, the day after the Closing Date. After effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Company Common Stock under the Exchange Act and suspend the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Pursuant to the Merger Agreement and in connection with the consummation of the Mergers, at the REIT Merger Effective Time, each share of Company Common Stock then outstanding was cancelled and retired and automatically converted into the right to receive the REIT Merger Consideration, without interest (subject to any applicable withholding taxes). Accordingly, at the REIT Merger Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive such REIT Merger Consideration.

The information set forth in the Introductory Note and in Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the consummation of the REIT Merger, a change of control of the Company occurred, and the Company merged with and into REIT Merger Sub, the separate existence of the Company ceased and REIT Merger Sub survived as a wholly owned subsidiary of Parent.

The information set forth in the Introductory Note and in Items 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

At the REIT Merger Effective Time, each member of the board of directors of the Company resigned as a director of the Company. These resignations were in connection with the Mergers and not a result of any disagreements between the Company and the resigning directors on any matter relating to the Company’s operations, policies or practices.

In addition, at the REIT Merger Effective Time, Jeffrey E. Witherell, Anthony Saladino and James M. Connolly resigned as officers of the Company and the officers of REIT Merger Sub immediately prior to the REIT Merger Effective Time became the officers of the REIT Surviving Entity.

The information set forth in the Introductory Note and in Items 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

By operation of law and in accordance with the Merger Agreement, as of the REIT Merger Effective Time, the certificate of formation and limited liability company operating agreement of REIT Merger Sub, as in effect immediately prior to the REIT Merger Effective Time, became the certificate of formation and limited liability company operating agreement of the REIT Surviving Entity.

By operation of law and in accordance with the Merger Agreement, as of the Partnership Merger Effective Time, the certificate of formation and the limited liability company operating agreement of OP Merger Sub, as in effect immediately prior to the Partnership Merger Effective Time, became the certificate of formation and the limited liability company operating agreement of the Partnership Surviving Entity.

On the Closing Date, a press release was issued announcing the completion of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibits

* Previously filed.

+ Certain of the schedules and attachments to this exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.