[Form 4] Modiv Industrial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Christopher R. Gingras, a director of Modiv Industrial, Inc. (MDV), reported two non-derivative transactions on 08/15/2025 linked to dividend reinvestment. The filing shows two entries for Class C common stock with transaction code J(1): one for 27.8723 shares at $14.27 and another for 33.4117 shares at $14.97. The form includes post-transaction beneficial ownership figures of 9,251.2322 and 9,284.6439 shares respectively. The filer notes these shares were acquired through dividend reinvestment transactions exempt under Rule 16a-11 and is reporting them voluntarily.

The Form 4 is signed on behalf of Gingras by John Raney under power of attorney and identifies Gingras as a director. No derivative transactions, option grants, or additional disclosures appear in the filing.

Positive

• Director participated in dividend reinvestment, demonstrating continued ownership alignment with shareholders
• Voluntary disclosure of Rule 16a-11 exempt transactions improves transparency beyond the exemption

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider reinvestment reported voluntarily; governance transparency maintained but not materially impactful.

The filing documents small automatic share acquisitions via dividend reinvestment, which are typically administrative and exempt from Section 16 reporting yet disclosed voluntarily here. As a director-level insider, Gingras' participation in the issuer's dividend reinvestment plan demonstrates alignment with shareholder-oriented compensation mechanics. The transaction sizes (tens of shares) and resulting ownership levels suggest no change to control or board influence. From a governance perspective, timely disclosure and PoA signature practices are appropriate and maintain transparency.

Securities Analyst

TL;DR: Minor non-derivative share acquisitions via DRIP; immaterial to valuation or liquidity.

The reported purchases—27.8723 shares at $14.27 and 33.4117 shares at $14.97—appear to be DRIP transactions rather than market buys. Such incremental share additions are unlikely to affect MDV's market capitalization or signal a material shift in insider sentiment. The fact that the filer voluntarily reported exempt transactions adds a layer of disclosure but does not provide new information about operating performance or financial metrics. No derivative activity or large-scale transfers are shown.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
08/15/2025

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	08/15/2025		J(1)		27.8723	A	$14.27	9,251.2322	D
COMMON STOCK, CLASS C	08/15/2025		J(1)		33.4117	A	$14.97	9,284.6439	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	08/15/2025
	** 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 transactions did Christopher R. Gingras report on Form 4 for MDV?

He reported two non-derivative acquisitions of Class C common stock on 08/15/2025 under code J(1): 27.8723 shares at $14.27 and 33.4117 shares at $14.97.

Why were these transactions reported if they are exempt under Rule 16a-11?

The filing states the shares were acquired in dividend reinvestment transactions exempt from Section 16 pursuant to Rule 16a-11 and are being reported voluntarily on Form 4.

What was Gingras' beneficial ownership after the reported transactions?

The Form 4 lists post-transaction beneficial ownership amounts of 9,251.2322 and 9,284.6439 shares for the two entries respectively.

Who signed the Form 4 and when?

The Form 4 was signed on behalf of Christopher R. Gingras by John Raney, by Power of Attorney on 08/15/2025.

Does the filing report any derivative securities or options for Gingras?

No. Table II for derivative securities contains no reported transactions or holdings in this filing.