Director at Plymouth Industrial REIT (NYSE: PLYM) gets $22 per share in merger

Rhea-AI Filing Summary

Plymouth Industrial REIT director Richard J. DeAgazio reported the cash-out of 43,270 common shares at $22.00 per share in a merger transaction. The filing shows all of his reported shares were disposed of on January 27, 2026, leaving him with zero shares directly owned.

According to the merger terms, each common share was automatically converted into the right to receive $22.00 in cash, without interest and subject to applicable withholding taxes, when Plymouth Industrial REIT merged into PIR Industrial REIT LLC’s merger subsidiary.

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^*

DeAgazio Richard J

(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		43,270	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 Richard J. DeAgazio	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 Richard J. DeAgazio report?

Richard J. DeAgazio reported disposing of 43,270 shares of Plymouth Industrial REIT common stock. The shares were converted to cash at $22.00 per share in connection with the company’s merger into PIR Industrial REIT LLC’s merger subsidiary.

At what price were Richard J. DeAgazio’s PLYM shares converted in the merger?

Each of Richard J. DeAgazio’s Plymouth Industrial REIT shares was converted into the right to receive $22.00 in cash. This conversion occurred under the merger agreement when Plymouth Industrial REIT merged with a subsidiary of PIR Industrial REIT LLC.

How many Plymouth Industrial REIT (PLYM) shares does Richard J. DeAgazio own after this transaction?

Following the reported transaction, Richard J. DeAgazio beneficially owns zero Plymouth Industrial REIT common shares directly. All 43,270 reported shares were converted to cash consideration as part of the merger, eliminating his directly held equity position.

Was the PLYM insider share disposal a market sale or part of a merger?

The disposal of 43,270 Plymouth Industrial REIT shares was part of a merger, not an open-market sale. Each share was automatically converted into a $22.00 cash payment under the Agreement and Plan of Merger with PIR Industrial REIT LLC affiliates.

What corporate transaction triggered Richard J. DeAgazio’s PLYM share conversion?

His share conversion was triggered by a merger under an Agreement and Plan of Merger dated October 24, 2025. Plymouth Industrial REIT merged with a PIR Industrial REIT LLC subsidiary, causing each of his shares to convert to a $22.00 cash right.

What role does Richard J. DeAgazio hold at Plymouth Industrial REIT (PLYM)?

Richard J. DeAgazio is identified as a director of Plymouth Industrial REIT. The Form 4 indicates the transaction was reported by him as a single reporting person, reflecting his board-level relationship with the company at the time of the merger.