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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 19, 2026
Modiv Industrial, Inc.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-40814 | | 47-4156046 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
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| 1500 North Grant Street #5609 | | |
| Denver, | Colorado | | 80203 |
| (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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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. ☐
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Item 7.01. | | Regulation FD Disclosure. |
Press Release
On March 19, 2026, Modiv Industrial, Inc. (the “Company”) issued a press release announcing (i) that it will report financial results for the quarter and full year ended December 31, 2025 after market closes on Wednesday, March 25, 2026, (ii) the declaration of a quarterly dividend for the first quarter of 2026 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 April, May and June 2026, 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.
Series A Preferred Stock Dividend Declared
On March 17, 2026, the Company’s Board of Directors (the “Board”) authorized and the Company declared a dividend on the Series A Preferred Stock for the first quarter of 2026, which will be paid at a rate of $0.4609375 per share on April 15, 2026 (the “First Quarter Dividend”). The First 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, 2026.
Monthly Distributions for Common Stock Declared
On March 17, 2026, the Board authorized and the Company declared a distribution on the Common Stock, at a rate of $0.10 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, 2026 (the “April Dividend”). The April Dividend will be payable on or about May 15, 2026.
Also, on March 17, 2026, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.10 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 29, 2026 (the “May Dividend”). The May Dividend will be payable on or about June 15, 2026.
Also, on March 17, 2026, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.10 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, 2026 (the “June Dividend”). The June Dividend will be payable on or about July 15, 2026.
The per share monthly distribution rate of $0.10 per share of Common Stock is equivalent to an annualized rate of $1.20 per share.
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 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. 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.
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Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. | Description
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99.1 | Modiv Industrial, Inc. Press Release dated March 19, 2026 |
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.
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| MODIV INDUSTRIAL, INC. (Registrant) |
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| By: | /s/ RAYMOND J. PACINI |
| | Name: | Raymond J. Pacini |
| | Title: | Chief Financial Officer |
Date: March 19, 2026
Exhibit 99.1
Modiv Industrial To Report Fourth Quarter and Full Year 2025 Financial Results on March 25, 2026
&
Declares Quarterly Dividends for Preferred Shareholders
and Monthly Distributions for Common Shareholders
Denver, CO, March 19, 2026 – Modiv Industrial, Inc. (“Modiv Industrial,” “Modiv” or the “Company”) (NYSE:MDV), the only public REIT exclusively focused on acquiring industrial manufacturing real estate properties, today announced that it will report financial results for the quarter and full year ended December 31, 2025 after the market closes on Wednesday, March 25, 2026. Management will host a conference call the same day at 4:30 p.m. Eastern Time to discuss the results.
Live conference call: 1-800-717-1738 or 1-646-307-1865 at 4:30 p.m. Eastern Time, Wednesday, March 25, 2026.
Webcast: To listen to the webcast, either live or archived, use this link
https://viavid.webcasts.com/starthere.jsp?ei=1756899&tp_key=bdb079fc1b
or visit the investor relations page of Modiv’s website at www.modiv.com.
In addition, on March 19, 2026, Modiv Industrial announced the declaration of a regular quarterly cash dividend of $0.4609375 per share on the Company’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), for the first quarter of 2026 and the declaration of a regular monthly cash distribution of $0.10 per share on the Company’s Class C common stock, $0.001 par value per share (the “Common Stock”), for each of April, May and June 2026, representing an annual distribution rate of $1.20.
On March 17, 2026, the Board of Directors authorized a quarterly dividend payable to Series A Preferred Stockholders of record as of March 31, 2026, which will be paid on April 15, 2026. The quarterly dividend amount of $0.4609375 per share represents an annualized dividend rate of $1.84375 per share of Series A Preferred Stock.
Additionally, the Board of Directors authorized monthly distributions payable to Common Stockholders of record as of April 30, 2026, May 29, 2026 and June 30, 2026, which will be paid on or about May 15, 2026, June 15, 2026 and July 15, 2026, respectively. The current monthly distribution amount of $0.10 per share represents an annualized
distribution rate of $1.20 per share of common stock, which reflects a dividend yield of 8.4% based on Modiv Industrial’s closing price of $14.28 on March 18, 2026.
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
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 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, 2024 filed with the Securities and Exchange Commission (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