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

Rhea-AI Filing Summary

Kimberly J. Smith, a director of Modiv Industrial, Inc. (MDV), reported acquiring 100.3229 shares of Class C common stock on 09/15/2025 at a price of $14.16 per share through a dividend reinvestment program. After the transaction she beneficially owned 14,675.4166 shares. The Form 4 notes these shares were acquired in dividend reinvestment transactions exempt from Section 16 under Rule 16a-11 and are being reported voluntarily. The filing was signed by an attorney-in-fact on 09/18/2025.

Positive

• Director increased ownership by 100.3229 shares through dividend reinvestment, bringing total to 14,675.4166 shares.
• Transaction reported voluntarily and identified as exempt under Rule 16a-11, indicating compliance with disclosure practices.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director purchased a small stake via dividend reinvestment; transaction appears routine and non-material to valuation.

The reported acquisition of 100.3229 Class C shares at $14.16 via dividend reinvestment increases the director's holding to 14,675.4166 shares. This is recorded as exempt under Rule 16a-11, indicating the shares resulted from automatic reinvestment rather than a discretionary open-market purchase. For most investors, the size and nature of the transaction suggest a routine administrative ownership update rather than a signal of material insider-driven change.

Corporate Governance Expert

TL;DR: Filing documents routine insider reinvestment; disclosure consistent with Section 16 reporting norms.

The Form 4 correctly discloses the director relationship and the post-transaction beneficial ownership of 14,675.4166 shares. The explanatory note cites Rule 16a-11 exemption for dividend reinvestment, and the form was executed by power of attorney. From a governance perspective, the disclosure meets transparency expectations for insider activity; there is no indication of any unusual timing or material change in control.

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^*

SMITH KIMBERLY J

(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)		100.3229	A	$14.16	14,675.4166	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 Kimberly J. Smith	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 Kimberly J. Smith report on the Form 4 for MDV?

She reported acquiring 100.3229 Class C shares on 09/15/2025 at $14.16 per share and now beneficially owns 14,675.4166 shares.

Why was the transaction exempt from Section 16 reporting?

The filing states the shares were acquired through dividend reinvestment transactions exempt under Rule 16a-11.

Was this an open-market purchase or automatic reinvestment?

The Form 4 explains the shares were acquired via dividend reinvestment, not an open-market discretionary purchase.

Who signed the Form 4 and when was it filed?

The form was signed by John Raney by power of attorney for Kimberly J. Smith on 09/18/2025; the transaction date is 09/15/2025.

What is the post-transaction beneficial ownership reported?

Post-transaction beneficial ownership is 14,675.4166 shares of Class C common stock.