Modiv Industrial Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Modiv Industrial inked a deal, sold some stock, and shuffled execs/directors. Big changes afoot.

AI Summary

On February 3, 2025, Modiv Industrial, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and elections, and the appointment of certain officers. Additionally, financial statements and exhibits were filed.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential equity dilution, which could impact investor holdings and company strategy.

Risk Assessment

Risk Level: medium — The filing details material agreements, unregistered equity sales, and changes in corporate leadership, all of which can introduce uncertainty and potential risk.

Key Players & Entities

• Modiv Industrial, Inc. (company) — Filer of the 8-K report
• February 3, 2025 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.001 — which registered Class C Common Stock, $0.001 par value per share MDV New York St
• $56,485 — mum wage required by law, not to exceed $56,485. Item 9.01. Financial Statements and

Filing Documents

• ef20042823_8k.htm (8-K) — 41KB
• ef20042823_ex10-1.htm (EX-10.1) — 449KB
• ef20042823_ex10-2.htm (EX-10.2) — 75KB
• 0001140361-25-003004.txt ( ) — 847KB
• mdv-20250203.xsd (EX-101.SCH) — 4KB
• mdv-20250203_def.xml (EX-101.DEF) — 17KB
• mdv-20250203_lab.xml (EX-101.LAB) — 26KB
• mdv-20250203_pre.xml (EX-101.PRE) — 19KB
• ef20042823_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On February 3, 2025, Modiv Industrial, Inc. (the "Company") entered into the Fourth Amended and Restated Limited Partnership Agreement (the "Amended OP Agreement") of Modiv Operating Partnership, LP ("Modiv OP") , to, among other things, incorporate prior amendments to the Third Amended and Restated Agreement of Limited Partnership of Modiv OP, dated February 1, 2021, and designate and set forth the terms of the Class X units of limited partnership interests of Modiv OP (the "Class X Units"). The Class X Units may, in the Company's sole discretion, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of an award, vesting or any other applicable compensatory arrangement or incentive program pursuant to which such Class X Units are issued. Upon vesting, such Class X Units automatically convert into units of Class C limited partnership interests of Modiv OP (the "Class C Units"), provided that the value of Modiv OP has appreciated such that the capital account of such holder of Class X Units is equal to the capital account balance attributable to a Class C Unit on a per unit basis. After such Class C Units have been outstanding for at least one year (inclusive of any holding period for any Class X Units converted into Class C Units), the holder may require Modiv OP to exchange all or a portion of such holder's Class C Units for cash or, at the option of the Company, shares of the Company's Class C Common Stock, $0.001 par value per share (the "Common Stock"), on a one-for-one basis. The Class X Units are intended to qualify as "profits interest" in Modiv OP for U.S. federal income tax purposes. Holders of Class X Units have voting rights with respect to their Class X Units, and holders of Class X Units are entitled to approve, vote on or consent to any matter, as though each such Class X Unit was a Class C Unit. Class X Units generally are entitled to receive th

02

Item 3.02 Unregistered Sale of Equity Securities. The information in Item 5.02 of this Current Report on Form 8-K regarding the grants of Class X Units is incorporated by reference into this Item 3.02. The Class X Units were issued in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D thereunder for transactions not involving any public offering.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Grants of Class X Units On February 3, 2025, the Compensation Committee (the "Committee") of the Company's Board of Directors approved a grant of Class X Units to each of Aaron S. Halfacre, Raymond J. Pacini and John C. Raney, the Company's executive officers (the "Officers"). Mr. Halfacre received 546,542.50 Class X Units, Mr. Pacini received 65,000.00 Class X Units and Mr. Raney received 162,500.00 Class X Units (the "Grants"). The Grants were issued under the Modiv Industrial, Inc. 2024 Omnibus Incentive Plan (the "Plan") and each is evidenced by a Class X Unit Award Agreement. The purpose of the Grants is to further incentivize the Officers and align their interests with those of the Company's stockholders and to support the retention of the Officers. In determining the appropriateness of the Grants, the Committee was advised by its independent compensation consultant, which prepared an industry peer group compensation study, based on companies with similar market capitalizations, that delineated executive compensation ranges for the 75% percentile, median and 25% percentile of the peer group. Each Grant was then calculated utilizing an annual compensation level set below the 25% percentile, with the intent, in the case of Mr. Halfacre, that he will receive, for a five-year period, no additional equity grants, no annual cash bonus, and only a minimum wage salary as required by federal, state and local law. The Class X Units awarded to Messrs. Halfacre and Raney shall vest on the fifth anniversary of the grant date, and the Class X Units awarded to Mr. Pacini shall vest on the second anniversary of the grant date, in each case subject to the Officer's continued employment with the Company. The time-based vesting conditions shall accelerate and the Class X Units held by an Officer shall vest in full upon

02 by reference

Item 5.02 by reference. Base Salary for Mr. Halfacre In connection with Mr. Halfacre's Grant and at his request, the Committee approved, effective on or before April 1, 2025, an annual base salary equal to the minimum wage required by law, not to exceed $56,485.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Fourth Amended and Restated Limited Partnership Agreement of Modiv Operating Partnership, LP, dated as of February 3, 2025 10.2 Form of Class X Unit Award Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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) Dated: February 4, 2025 By: /s/ RAYMOND J. PACINI Name: Raymond J. Pacini Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR