Modiv Industrial Reports Corporate Governance Changes

TL;DR

Modiv's board is changing, with new directors and officers appointed.

AI Summary

Modiv Industrial, Inc. filed an 8-K on September 3, 2024, reporting several key events. These include the departure of directors, election of new directors, appointment of certain officers, and details on compensatory arrangements. The filing also addresses shareholder nominations and Regulation FD disclosures, indicating significant corporate governance and operational updates.

Why It Matters

This filing signals potential shifts in the company's leadership and strategic direction, which could impact its future performance and shareholder value.

Risk Assessment

Risk Level: medium — Changes in board composition and executive appointments can introduce uncertainty and signal strategic shifts, warranting closer monitoring.

Key Players & Entities

• Modiv Industrial, Inc. (company) — Filer of the 8-K report
• RW HOLDINGS NNN REIT, INC. (company) — Former company name of Modiv Industrial, Inc.
• Rich Uncles NNN REIT, Inc. (company) — Former company name of Modiv Industrial, Inc.

FAQ

Key Financial Figures

• $0.001 — which registered Class C Common Stock, $0.001 par value per share MDV New York St
• $921,875 — dend on the Series A Preferred Stock of $921,875 for the third quarter of 2024, which wi
• $0.4609375 — f 2024, which will be paid at a rate of $0.4609375 per share on October 15, 2024 (the "Thi
• $0.09583 — ution on the Common Stock, at a rate of $0.09583 per share of Common Stock, which will b
• $1.15 — is equivalent to an annualized rate of $1.15 per share and consistent with the annua

Filing Documents

• ef20035272_8k.htm (8-K) — 48KB
• ef20035272_ex99-1.htm (EX-99.1) — 7KB
• image0.jpg (GRAPHIC) — 62KB
• 0001140361-24-039838.txt ( ) — 322KB
• mdv-20240903.xsd (EX-101.SCH) — 4KB
• mdv-20240903_def.xml (EX-101.DEF) — 17KB
• mdv-20240903_lab.xml (EX-101.LAB) — 26KB
• mdv-20240903_pre.xml (EX-101.PRE) — 19KB
• ef20035272_8k_htm.xml (XML) — 6KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Christopher Gingras as Director As previously disclosed in Modiv Industrial, Inc.'s (the "Company") Form 10-Q for the quarter ended June 30, 2024, Curtis McWilliams and Adam Markman have tendered their resignations from the board of directors of the Company (the "Board"), which resignations will be effective upon the filing of the Company's proxy statement related to the Company's 2024 annual meeting of stockholders (the "Proxy appointed Christopher R. Gingras to serve as a director on the Board until the Company's 2024 annual meeting of stockholders and until his successor is duly elected and qualifies. The Board has determined that Mr. Gingras is independent under the applicable New York Stock Exchange ("NYSE") rules. Mr. Gingras currently serves as Chief Strategy Officer for MediSpend, a global legal and compliance technology company, where he provides expert advice to clients on resolving complex regulatory issues and develops global compliance programs to minimize business risk. Prior to that role, Mr. Gingras was founder and CEO of MedCompli, an all-in-one, cost effective software solution that simplifies compliance for life science companies, until it was sold (to a private equity firm) in May 2024. Previously he served in the Chief Compliance Officer role for a global medical device company, a private equity firm and an integrated healthcare system. Mr. Gingras proudly serves as a Lieutenant Commander in the U.S. Navy and previously deployed in support of contingency operations as a Captain in the U.S. Air Force. He holds a Masters of Business Admi

08

Item 5.08 Shareholder Director Nominations. The Board has set the Company's annual meeting date for December 11, 2024 (the "2024 Annual Meeting"). The Board also established September 17, 2024, as the record date for determining stockholders entitled to notice of and to vote at the 2024 Annual Meeting. The date of the 2024 Annual Meeting will be more than 30 days from the anniversary of the Company's 2023 annual meeting of stockholders. Accordingly, the deadline for submission of proposals by stockholders for inclusion in the Company's proxy materials in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be September 13, 2024. Any such proposal must also meet the requirements set forth in the rules and regulations of the Exchange Act and the Company's amended and restated bylaws ("Bylaws") in order to be eligible for inclusion in the proxy materials for the 2024 Annual Meeting. Because the date of the 2024 Annual Meeting will be more than 30 days from the anniversary of the Company's 2023 annual meeting of stockholders, in order for a stockholder entitled to vote to bring a proposal or submit a nominee for director at the 2024 Annual Meeting, notice of such proposal or nomination must be received no later than the close of business on the tenth day following the day on which public announcement of the date of the 2024 Annual Meeting is first made, or September 13, 2024. 2 In addition to complying with the deadline set forth above, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees for the 2024 Annual Meeting must comply with all applicable SEC rules, including Rule 14a-19 under the Exchange Act, the requirements set forth in the Bylaws, and applicable law.

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Item 7.01. Regulation FD Disclosure. Press Release On September 3, 2024, the Company, issued a press release announcing (i) the declaration of a quarterly dividend for the third quarter of 2024 on the Company's 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the "Series A Preferred Stock") and (ii) the declaration of monthly distributions on the Company's Class C common stock, $0.001 par value per share (the "Common Stock"), for October, November and December 2024, a copy of which is attached hereto as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

01

Item 8.01. Other Events. Series A Preferred Stock Dividend Declared On July 31, 2024, the Board authorized and the Company declared a dividend on the Series A Preferred Stock of $921,875 for the third quarter of 2024, which will be paid at a rate of $0.4609375 per share on October 15, 2024 (the "Third Quarter Dividend"). The Third Quarter Dividend will be payable to holders of record of the Company's Series A Preferred Stock as of the close of business on September 30, 2024. Monthly Distributions for Common Stock Declared On July 31, 2024, the Board authorized and the Company declared a distribution on the Common Stock, at a rate of $0.09583 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on October 31, 2024 (the "October Dividend"). The October Dividend will be payable on or about November 25, 2024. Also, on July 31, 2024, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.09583 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on November 29, 2024 (the "November Dividend"). The November Dividend will be payable on or about December 24, 2024. Also, on July 31, 2024, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.09583 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on December 31, 2024 (the "December Dividend"). The December Dividend will be payable on or about January 27, 2025. The per share monthly distribution rate of $0.09583 per share of Common Stock is equivalent to an annualized rate of $1.15 per share and consistent with the annualized dividend rate paid since October 1, 2021. 3 Safe Harbor Statement There is no guarantee that the Company's Board will authorize, or that the Company will declare, additional dividends in the future, and the amount

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Modiv Industrial, Inc. Press Release dated September 3, 2024 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document] 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MODIV INDUSTRIAL, INC. (Registrant) By: /s/ RAYMOND J. PACINI Name: Raymond J. Pacini Title: Chief Financial Officer Date: September 3, 2024 5

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View this 8-K filing on SEC EDGAR