Plymouth Industrial REIT (NYSE: PLYM) revises change-in-control and accelerates executive awards

Rhea-AI Filing Summary

Plymouth Industrial REIT, Inc. reported changes to executive compensation arrangements in connection with its previously announced merger transactions. The company amended employment agreements for its CEO Jeffrey Witherell, President and CFO Anthony Saladino, and EVP James Connolly so that change in control severance agreements, rather than employment agreements, will exclusively govern severance if their employment ends within six months before or 24 months after a change in control.

The board also amended the change in control severance agreements to apply an increased severance multiplier of three times for each executive at the merger closing and added two-year noncompetition covenants following closing. To address potential “excess parachute payments” under tax rules, the board approved accelerating into late 2025 certain bonuses, restricted stock and performance stock units that would otherwise vest around the merger closing, subject to repayment and true-up provisions. Estimated accelerated compensation totals about $9.8 million for Mr. Witherell, $4.6 million for Mr. Saladino, and $3.1 million for Mr. Connolly, based on a per share merger price of $22.00.

Insights

Corporate Governance & Compensation Analyst

Merger-related executive pay is increased and accelerated but structured to avoid double-dipping and manage tax and deal execution risk.

The filing centers on changes to pay protections for three senior executives in connection with planned Mergers. Severance in a change in control now comes only from one source: either the employment agreements or the change in control severance agreements, not both, which removes overlapping entitlements. At the same time, the severance multipliers in the change in control agreements rise to three times for each executive, and new two-year noncompetition covenants after the merger closing are added.

The company also accelerates into late 2025 the vesting and payment of cash bonuses, restricted stock, and performance stock units that were otherwise expected to vest around the merger closing. The acceleration is framed as a way to reduce potential "excess parachute payment" excise taxes under Section 280G and Section 4999 of the Code and to keep arrangements in line with market practice. For the three executives, the filing discloses detailed accelerated amounts, including cash and share counts, with estimated total accelerated compensation values based on the $22.00 per share merger consideration used for valuation.

Each executive signs an Acceleration and Repayment Agreement that introduces true-up and clawback-style mechanics. If performance-based amounts or bonuses paid early exceed what would have been earned based on actual performance, or if vesting would not have occurred due to termination before closing, the excess must be repaid or forfeited. If actual performance would justify higher payouts, the company must make up the shortfall. The key items to watch are the merger closing timing, any terminations before closing that could trigger repayments, and the application of the new noncompetition covenants during the two years following the closing.

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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): December 5, 2025

PLYMOUTH INDUSTRIAL REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

maryland		001-38106		27-5466153
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

20 Custom House Street, 11th Floor

Boston, MA 02110

(Address of Principal Executive Offices) (Zip Code)

(617) 340-3814

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:
Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		PLYM		New York Stock Exchange

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on October 24, 2025, Plymouth Industrial REIT, Inc. (the “Company”) entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”) with 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”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein and in accordance with Maryland General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act, as applicable, (i) that the Company will be merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of Parent (the “REIT Merger”) and (ii) that, immediately prior to the consummation of the REIT Merger, the Operating Partnership will be merged with and into OP Merger Sub, with OP Merger Sub surviving as a wholly owned subsidiary of REIT Merger Sub (the “Partnership Merger” and, together with the REIT Merger, the “Mergers”).

Amendments to Employment Agreements

On December 5, 2025, the Board of Directors of the Company (the “Board”) and the Compensation Committee of the Board (the “Compensation Committee”) amended the Company’s existing employment agreements with (i) Jeffrey E. Witherell, Chairman of the Board and Chief Executive Officer of the Company, dated as of June 19, 2019, (ii) Anthony Saladino, President and Chief Financial Officer of the Company, dated as of February 23, 2022, and (iii) James M. Connolly, Executive Vice President/Asset Management of the Company, dated as of September 15, 2020 (such executives, the “Executives,” and such employment agreements, the “Employment Agreements”). The amendments to the Employment Agreements (the “Employment Agreement Amendments”) provide that severance entitlements will not be payable under both the Employment Agreements and the change in control severance agreements with Messrs. Witherell, Saladino and Connolly, dated as of June 19, 2019, December 12, 2021 and September 23, 2021, respectively (the “Change in Control Severance Agreements”). As a result of the Employment Agreement Amendments, the Change in Control Severance Agreements will govern exclusively the Executives’ severance entitlements in connection with a change in control of the Company, such that if an Executive’s employment is terminated within six months prior to or 24 months following a change in control of the Company, the Executive will not be entitled to any severance benefits under the Executive’s Employment Agreement.

The description of the Employment Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each Executive’s Employment Agreement Amendment, copies of which are filed as Exhibit 10.1, Exhibit 10.5, and Exhibit 10.9 herewith and are incorporated by reference herein.

Amendments to Change in Control Severance Agreements

On December 5, 2025, the Compensation Committee and the Board amended the Change in Control Severance Agreements (such amendments, the “Change in Control Severance Agreement Amendments”) to provide that, effective as of the closing of the Mergers (the “Closing”), (a) the Executives shall be eligible for severance benefits under only the Change in Control Severance Agreements or the Executive’s Employment Agreements, but not both, (b) the severance benefit multiplier in the Change in Control Severance Agreements will be increased to three for each Executive, from two and one-half, in the case of Mr. Witherell, and from two, in the case of Messrs. Saladino and Connolly, and (c) each Executive will be subject to noncompetition restrictive covenants for the two-year period beginning on the Closing.

The description of the Change in Control Severance Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each Executive’s Change in Control Severance Agreement Amendment, copies of which are filed as Exhibit 10.3, Exhibit 10.7, and Exhibit 10.11 herewith and are incorporated by reference herein.

Acceleration and Repayment Agreements

In connection with the Mergers, each of the Executives may become entitled to payments and benefits that could be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G” and the “Code,” respectively). To mitigate the potential impact of Section 280G and Section 4999 of the Code on the Company and the Executives, on December 4, 2025, the Compensation Committee and the Board approved the acceleration effective no earlier than December 17, 2025 but no later than December 30, 2025 of the vesting, settlement and payment of certain equity- and cash-based awards that otherwise would have been vested, settled or payable to the Executives on or prior to the Closing, as described further below, subject to execution by each Executive of an Acceleration and Repayment Agreement (the “Acceleration and Repayment Agreement”). These actions are intended to benefit the Company by mitigating or eliminating the potential excise tax that may otherwise be imposed on the Executives and by helping to ensure that compensation arrangements remain aligned with market practice and do not adversely affect the economics or the consummation of the Mergers.

In approving the accelerated vesting, settlement and payment of such equity- and cash-based awards, the Compensation Committee and the Board considered, among other things, the benefits to the Company of reducing the potential tax burden on the Executives and the alignment of Executive’s compensation arrangements with market practice.

The approved accelerated vesting, settlement and payment took the following forms in each case, effective no earlier than December 17, 2025 but no later than December 30, 2025: (a) payment of each Executive’s 2025 annual cash bonus that otherwise would have been paid by February 2026, as would be consistent with the Company’s past practice (the “Accelerated Bonus”), (b) full acceleration of the vesting of each Executive’s outstanding restricted stock awards, which were otherwise expected to vest in connection with the Closing pursuant to the terms of the Merger Agreement (the “Accelerated Restricted Stock”), and (c) acceleration of both the vesting and settlement of a portion of each Executive’s outstanding performance stock units (“PSUs”) based on anticipated performance determined as of the anticipated Closing (as if such PSUs remained outstanding and eligible to vest as of the Closing), which is currently estimated to be 100%, 100% and 200% of target level for the PSUs granted to the Executives on June 15, 2023, April 15, 2024, and April 24, 2025, respectively, and which PSUs are otherwise expected to vest and settle in connection with the Closing pursuant to the terms of the Merger Agreement (the “Accelerated PSUs” and, together with the Accelerated Restricted Stock, the “Accelerated Equity”). The Accelerated Bonus and Accelerated Equity (collectively, the “Accelerated Amounts”), as applicable, offset the corresponding payments or amounts to which the Executives otherwise would be entitled to receive upon the consummation of the Mergers or otherwise in 2026, thereby precluding duplication of payments. All Accelerated Amounts will be reduced by applicable tax withholdings and are subject to the terms of the Acceleration and Repayment Agreement.

Specifically, the Compensation Committee and the Board approved for each Executive the following accelerated vesting and payments:

•For Mr. Witherell, a total of $1,027,891 and 400,161 shares, consisting of: (a) an Accelerated Bonus in the amount of $800,000; (b) 117,100 shares of Accelerated Restricted Stock, which were scheduled to vest in connection with the Closing; (c) 283,061 Accelerated PSUs, which were scheduled to vest in connection with the Closing; and (d) a cash payment of $227,891 in respect of the accrued but unpaid cash dividends on the Accelerated PSUs, which were scheduled to vest in connection with the Closing. The estimated value of Mr. Witherell’s Accelerated Restricted Stock and Accelerated PSUs is $8,803,542, assuming a per share price of $22.00 (the per share cash consideration payable in connection with the Mergers), such that the aggregate dollar value of his accelerated compensation in cash and shares is estimated to be $9,831,433.

•For Mr. Connolly, a total of $348,470 and 126,083 shares, consisting of: (a) an Accelerated Bonus in the amount of $275,000; (b) 43,689 shares of Accelerated Restricted Stock, which were scheduled to vest in connection with the Closing; (c) 82,394 Accelerated PSUs, which were scheduled to vest in connection with the Closing; and (d) a cash payment of $73,470 in respect of the accrued but unpaid cash dividends

on the Accelerated PSUs, which were scheduled to vest in connection with the Closing. The estimated value of Mr. Connolly’s Accelerated Restricted Stock and Accelerated PSUs is $2,773,826, assuming a per share price of $22.00, such that the aggregate dollar value of his accelerated compensation in cash and shares is estimated to be $3,122,296.

•For Mr. Saladino, a total of $504,559 and 188,409 shares, consisting of: (a) an Accelerated Bonus in the amount of $400,000; (b) 57,511 shares of Accelerated Restricted Stock, which were scheduled to vest in connection with the Closing; (c) 130,898 Accelerated PSUs, which were scheduled to vest in connection with the Closing; and (d) a cash payment of $104,559 in respect of the accrued but unpaid cash dividends on the Accelerated PSUs, which were scheduled to vest in connection with the Closing. The estimated value of Mr. Saladino’s Accelerated Restricted Stock and Accelerated PSUs is $4,144,998, assuming a per share price of $22.00, such that the aggregate dollar value of his accelerated compensation in cash and shares is estimated to be $4,649,557.

In connection with the accelerated payment, vesting and settlement into 2025 described above, each Executive has signed an Acceleration and Repayment Agreement providing that each of the Executive’s accelerated payments are subject to certain repayment and true-up conditions, as described below.

Specifically, (a) if an Executive’s employment with the Company is terminated prior to the Closing and, as a result of such termination, either the Accelerated Bonus would not have been earned or the Accelerated Equity would not have vested and been settled, as applicable, or (b) if the Accelerated Bonus or Accelerated PSUs exceed the amount that would have been earned based on actual achievement of the applicable performance goals (including, for the avoidance of doubt, if the Merger Agreement is terminated and such performance goals are measured in the ordinary course), then, in each case, the Executive will repay or forfeit the excess portion of the Accelerated Bonus or the Accelerated PSUs, as applicable. In addition, if the Accelerated Bonus or Accelerated PSUs are less than the amount that would have been earned or vested and settled, as applicable, based on actual achievement of the applicable performance goals, then, as applicable, the Company will pay to the Executive such excess portion of the annual bonus over the Accelerated Bonus or such excess portion of the PSUs shall vest and settle over the Accelerated PSUs.

If any Executive is required to make any of the foregoing repayments and fails to repay such amounts in a timely manner, the Executive will be required to reimburse the Company for any reasonable fees (including reasonable attorney’s fees) or costs it incurs in connection with seeking repayment.

The description of the Acceleration and Repayment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each Executive’s Acceleration and Repayment Agreement, copies of which are filed as Exhibit 10.4, Exhibit 10.8, and Exhibit 10.12 herewith and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit Number		Description
10.1		Amendment to Employment Agreement with Jeffrey E. Witherell, dated as of December 5, 2025.
10.2		Change in Control Severance Agreement with Jeffrey E. Witherell, dated as of June 19, 2019.
10.3		Amendment to Change in Control Severance Agreement with Jeffrey E. Witherell, dated as of December 5, 2025.
10.4		Acceleration and Repayment Agreement with Jeffrey E. Witherell, dated as of December 5, 2025.
10.5		Amendment to Employment Agreement with Anthony Saladino, dated as of December 5, 2025.
10.6		Change in Control Severance Agreement with Anthony Saladino, dated as of December 12, 2021.
10.7		Amendment to Change in Control Severance Agreement with Anthony Saladino, dated as of December 5, 2025.
10.8		Acceleration and Repayment Agreement with Anthony Saladino, dated as of December 5, 2025.
10.9		Amendment to Employment Agreement with James M. Connolly, dated as of December 5, 2025.
10.10		Change in Control Severance Agreement with James M. Connolly, dated as of September 23, 2021.
10.11		Amendment to Change in Control Severance Agreement with James M. Connolly, dated as of December 5, 2025.
10.12		Acceleration and Repayment Agreement with James M. Connolly, dated as of December 5, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

		PLYMOUTH INDUSTRIAL REIT, INC.
Date: December 5, 2025		By:		/s/ Jeffrey E. Witherell
				Jeffrey E. Witherell
				Chief Executive Officer

FAQ

What did Plymouth Industrial REIT (PLYM) change in its executive employment agreements?

Plymouth Industrial REIT amended the employment agreements of its CEO, President/CFO, and EVP so that, in a change in control scenario, severance entitlements will be governed exclusively by their existing change in control severance agreements. If an executive’s employment is terminated within six months before or 24 months after a change in control, no severance will be payable under the employment agreement.

How were Plymouth Industrial REIT (PLYM) change in control severance agreements modified?

The board and compensation committee amended the change in control severance agreements so that, effective at the closing of the mergers, each executive will be eligible for severance under either the change in control severance agreement or the employment agreement, but not both. The severance multiplier was increased to three times for each executive, and each will be subject to a two-year noncompetition covenant beginning at the closing.

Why did Plymouth Industrial REIT (PLYM) accelerate executive bonuses and equity awards?

In connection with the mergers, the company determined that executives might receive payments treated as “excess parachute payments” under Section 280G of the Internal Revenue Code. To mitigate potential excise taxes and help keep compensation aligned with market practice and the merger economics, the board approved accelerating into late 2025 certain cash bonuses, restricted stock, and performance stock units that otherwise would vest or be paid by the merger closing or in 2026.

What accelerated compensation will Plymouth Industrial REIT (PLYM) executives receive?

For CEO Jeffrey Witherell, the board approved an accelerated 2025 cash bonus of $800,000, 117,100 shares of restricted stock, 283,061 performance stock units, and $227,891 of cash dividends, totaling $1,027,891 in cash and 400,161 shares. Using a $22.00 per share merger price, the estimated value of his accelerated stock and units is $8,803,542, for an aggregate estimated accelerated compensation of $9,831,433.

How much accelerated compensation will Plymouth Industrial REIT (PLYM) pay to Anthony Saladino and James Connolly?

For EVP James Connolly, accelerated compensation includes $275,000 in bonus, 43,689 restricted shares, 82,394 performance units, and $73,470 in cash dividends, totaling $348,470 and 126,083 shares, with an estimated aggregate value of $3,122,296 at $22.00 per share. For President and CFO Anthony Saladino, accelerated compensation includes a $400,000 bonus, 57,511 restricted shares, 130,898 performance units, and $104,559 in dividends, totaling $504,559 and 188,409 shares, with an estimated aggregate value of $4,649,557.

What repayment and true-up conditions apply to Plymouth Industrial REIT (PLYM) executives’ accelerated payments?

Each executive entered into an Acceleration and Repayment Agreement. If an executive’s employment ends before the merger closing such that the bonus would not have been earned or equity would not have vested, or if accelerated amounts exceed what would be earned based on actual performance, the executive must repay or forfeit the excess. If actual performance would have produced higher payouts, the company will pay the additional cash bonus or allow additional performance units to vest and settle. Executives who fail to repay required amounts must also reimburse the company’s reasonable collection costs, including attorney’s fees.