Plymouth Industrial REIT (NYSE: PLYM) holder ends stake after merger

Rhea-AI Filing Summary

Plymouth Industrial REIT, Inc. received an amended Schedule 13D/A from entities affiliated with Sixth Street stating that they no longer beneficially own any shares of the company’s common stock and have reduced their holdings below five percent as of January 27, 2026.

The filing explains that, under a previously agreed Merger Agreement, the operating partnership merged into a subsidiary, all warrants held by Isosceles were canceled for no consideration, and each Series C Preferred Unit held by Isosceles was redeemed at $1,312.27 per unit.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Plymouth Industrial REIT, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

729640102

(CUSIP Number)

Joshua Peck
c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500
Dallas, TX, 75201
469-621-3001

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 729640102

1

Name of reporting person

TSSP SUB-FUND HOLDCO, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 729640102

1

Name of reporting person

ALAN WAXMAN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Plymouth Industrial REIT, Inc.
(c)	Address of Issuer's Principal Executive Offices: 20 Custom House Street, 11th Floor, Boston, MASSACHUSETTS , 02110.
Item 1 Comment: This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on August 18, 2025, as amended by Amendment No. 1 to the Schedule 13D filed on November 25, 2025 (as so amended, the "Schedule 13D") relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Plymouth Industrial REIT, Inc., a Maryland corporation (the "Issuer"). Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On January 27, 2026 (the "Closing Date"), pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") by and among 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 wholly owned by REIT Merger Sub ("OP Merger Sub"), pursuant to which the Operating Partnership merged with and into OP Merger Sub (the "Partnership Merger" and, together with the REIT Merger, the "Mergers"), with OP Merger Sub surviving as a wholly owned subsidiary of REIT Merger Sub. Pursuant to the terms of the Merger Agreement, at the effective time of the Mergers, (i) each Warrant held by Isosceles outstanding and unexercised as of immediately prior to the effective time of the Partnership Merger was canceled for no consideration, and (ii) each Series C Preferred Unit held by Isosceles was automatically redeemed at a price of $1,312.27 per unit.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) and (e) of the Schedule 13D are hereby amended and restated as follows: Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons do not beneficially own any shares of Common Stock.
(b)	See Item 5(a) above.
(c)	The disclosure in Item 4 is incorporated by reference herein. Except for the information set forth herein, none of the Reporting Persons has effected any transaction related to the Common Stock during the past sixty days.
(e)	As of January 27, 2026, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TSSP SUB-FUND HOLDCO, LLC

Signature:	/s/ Joshua Peck
Name/Title:	Joshua Peck, Vice President
Date:	02/06/2026

ALAN WAXMAN

Signature:	/s/ Joshua Peck (1)
Name/Title:	Joshua Peck, on behalf of Alan Waxman
Date:	02/06/2026

Comments accompanying signature:

(1) Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated December 31, 2024, which was previously filed as Exhibit 8.

FAQ

What does the latest Schedule 13D/A say about Plymouth Industrial REIT (PLYM) ownership?

The amended Schedule 13D/A reports that the reporting persons now hold zero Plymouth Industrial REIT common shares. They state they ceased to beneficially own more than five percent of the stock as of January 27, 2026, following a merger-related restructuring.

When did the reporting group fall below 5% ownership in Plymouth Industrial REIT (PLYM)?

The reporting persons state they fell below five percent ownership on January 27, 2026. That date corresponds to the closing of merger transactions involving the issuer’s operating partnership and subsidiaries under an existing Agreement and Plan of Merger.

How many Plymouth Industrial REIT (PLYM) shares do the reporting persons now beneficially own?

The filing reports that the reporting persons beneficially own 0.00 shares of Plymouth Industrial REIT common stock. Items on the cover pages list zero sole or shared voting power and zero sole or shared dispositive power over the company’s shares.

What happened to the Series C Preferred Units referenced in the Plymouth Industrial REIT (PLYM) filing?

Each Series C Preferred Unit held by Isosceles was automatically redeemed at $1,312.27 per unit. This redemption occurred at the effective time of the mergers described in the Agreement and Plan of Merger involving the operating partnership and its affiliates.

What was the treatment of warrants in the Plymouth Industrial REIT (PLYM) merger transaction?

Each warrant held by Isosceles that was outstanding and unexercised was canceled for no consideration. This cancellation applied as of immediately prior to the effective time of the partnership merger under the Merger Agreement terms.

Who signed the amended Schedule 13D/A related to Plymouth Industrial REIT (PLYM)?

Joshua Peck signed the amended Schedule 13D/A. He signed once as Vice President for an entity reporting person and again on behalf of Alan Waxman, with both signatures dated February 6, 2026.