Director sells Plymouth Industrial REIT (NYSE: PLYM) shares in merger

Rhea-AI Filing Summary

Plymouth Industrial REIT, Inc. director David Gaw reported the disposition of his common stock in connection with the company’s merger. On January 27, 2026, all 47,069 shares he held were converted in the merger into the right to receive $22.00 per share in cash, before any required tax withholding.

Following this transaction triggered by the merger terms, the filing shows that Gaw now beneficially owns 0 shares of Plymouth Industrial REIT common stock, all previously held directly.

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

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X

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^*

GAW DAVID

(Last) (First) (Middle)

20 CUSTOM HOUSE STREET, 11TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Plymouth Industrial REIT, Inc. [ PLYM ]

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)
01/27/2026

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	01/27/2026		D		47,069	D	$22(1)	0	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. Represents shares of the Issuer's common stock, par value $0.01 per share (collectively, the "Shares"), disposed of in connection with the Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Plymouth Industrial OP, LP, PIR Ventures LP, PIR Industrial REIT LLC ("REIT Merger Sub"), and PIR Industrial OP LLC. In accordance with the Merger Agreement, at the effective time of the merger of the Issuer with and into REIT Merger Sub (the "REIT Merger"), each Share held by the reporting person was converted into the right to receive an amount in cash equal to $22.00 (the "Merger Consideration"), without interest and subject to any required withholding taxes.

	/s/ Anthony Saladino, as attorney-in-fact for John W. Guinee III	01/28/2026
	** 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).
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FAQ

What insider transaction did PLYM director David Gaw report?

Director David Gaw reported disposing of 47,069 shares of Plymouth Industrial REIT common stock. The shares were converted into a cash payment of $22.00 per share as part of a previously agreed merger transaction, leaving him with no remaining shares.

At what price were David Gaw’s PLYM shares converted in the merger?

Each of David Gaw’s Plymouth Industrial REIT shares was converted into $22.00 in cash. This consideration was set by the merger agreement and applied to all reported shares, subject to applicable tax withholding at the effective time of the merger.

How many Plymouth Industrial REIT (PLYM) shares did David Gaw dispose of?

David Gaw disposed of 47,069 shares of Plymouth Industrial REIT common stock. The Form 4 indicates these shares were not sold on the open market but were converted to cash consideration under the terms of the completed merger transaction.

Does David Gaw still own Plymouth Industrial REIT (PLYM) stock after the merger?

According to the Form 4, David Gaw beneficially owns 0 shares of Plymouth Industrial REIT common stock after the merger-related transaction. All previously held shares were converted into the right to receive $22.00 per share in cash at closing.

What event triggered the disposition of David Gaw’s PLYM shares?

The disposition was triggered by a merger involving Plymouth Industrial REIT. Under the merger agreement, each share of common stock held by David Gaw automatically converted at the effective time into the right to receive $22.00 in cash per share.

Was David Gaw’s PLYM transaction an open-market sale?

No, the Form 4 shows the shares were disposed of in connection with a merger, not an open-market trade. Each share was automatically exchanged for $22.00 in cash pursuant to the agreed merger terms, subject to standard tax withholding.