[Form 4] MODIV INDUSTRIAL, INC. Insider Trading Activity

Rhea-AI Filing Summary

Christopher R. Gingras, a director of Modiv Industrial, Inc. (MDV), reported dividend reinvestment purchases of Class C common stock on 09/15/2025. The filing shows two Code J(1) transactions: 28.3665 shares acquired at $14.16 and 33.8374 shares acquired at $14.88. The report lists beneficial ownership of 9,346.8478 Class C shares following the later transaction. The Form 4 notes these shares were acquired through dividend reinvestment arrangements exempt under Rule 16a-11 and were reported voluntarily. The Form was executed by power of attorney and dated 09/18/2025.

Positive

• Director increased holdings via dividend reinvestment (Code J(1)), showing alignment with shareholder interests
• Timely and transparent reporting filed and signed by authorised representative on 09/18/2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Small dividend-reinvestment purchases by a director, routine and immaterial to company valuation.

The transactions are Code J(1) purchases under Rule 16a-11 indicating reinvested dividends, not open-market trades. The sizes (28.3665 and 33.8374 shares) and resulting beneficial ownership (9,346.8478 shares) are modest in scale and do not indicate a material change in insider stance. Reporting was done voluntarily and executed by power of attorney, reflecting compliance and transparency rather than any strategic insider action.

Corporate Governance Expert

TL;DR: Filing documents routine DRIP activity by a director, demonstrating standard disclosure practice.

Form 4 appropriately discloses dividend reinvestment acquisitions under the exemption for small DRIP transactions. There are no departures from expected governance or disclosure norms: the reporting person is identified as a director, transaction codes and amounts are specified, and the form bears an authorised signature dated 09/18/2025. This is a routine disclosure with no apparent governance concerns.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gingras Christopher Raymond

(Last) (First) (Middle)

1500 NORTH GRANT STREET, #5609

(Street)

DENVER CO 80203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MODIV INDUSTRIAL, INC. [ MDV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK, CLASS C	09/15/2025		J(1)		28.3665	A	$14.16	9,313.0104	D
COMMON STOCK, CLASS C	09/15/2025		J(1)		33.8374	A	$14.88	9,346.8478	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired in dividend reinvestment transactions exempt from Section 16 pursuant to Rule 16a-11 are being reported voluntarily on this Form 4.

Remarks:

	/s/ John Raney, by Power of Attorney for Christopher R. Gingras	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Christopher R. Gingras report on the Form 4 for MDV?

He reported two dividend reinvestment acquisitions (Code J(1)) on 09/15/2025: 28.3665 shares at $14.16 and 33.8374 shares at $14.88.

How many Class C shares does Gingras beneficially own after the reported transactions?

The filing shows beneficial ownership of 9,346.8478 Class C shares following the later reported transaction.

Were these transactions open-market trades or dividend reinvestments?

They were dividend reinvestment transactions exempt from Section 16 under Rule 16a-11, as stated in the Form 4 explanation.

When was the Form 4 signed and by whom?

The Form 4 was signed by John Raney, by Power of Attorney for Christopher R. Gingras and dated 09/18/2025.

Do these transactions represent a material change for MDV investors?

No material change is indicated; the transactions are small dividend reinvestments and the expert impact rating is 0 (neutral).