FALSE000164587300016458732025-08-072025-08-070001645873us-gaap:CommonClassCMember2025-08-072025-08-070001645873us-gaap:RedeemablePreferredStockMember2025-08-072025-08-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

Modiv Industrial, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-40814

47-4156046

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

1500 North Grant Street #5609
Denver,			Colorado						80203
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (888) 686-6348

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class C Common Stock, $0.001 par value per share

MDV

New York Stock Exchange

7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share

MDV.PA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02     Results of Operations and Financial Condition

On August 7, 2025, Modiv Industrial, Inc., a Maryland corporation (the “Company”), issued an earnings press release relating to the Company’s financial results for the second quarter ended June 30, 2025. A copy of the press release is available on the Company’s website, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also released supplemental data on the Company’s website relating to the Company’s portfolio information as of June 30, 2025 and its financial results for the second quarter ended June 30, 2025. A copy of the supplemental data is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report, including Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “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 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated by reference therein. References to the Company’s website in this Current Report on Form 8-K and in the attached Exhibits 99.1 and 99.2 to this Current Report on Form 8-K do not incorporate by reference the information on such website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference.

Item 7.01     Regulation FD Disclosure

Earnings Release and Supplemental Data

On August 7, 2025, the Company issued an earnings press release relating to the Company’s financial results for the second quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also released supplemental data on the Company’s website relating to the Company’s portfolio information as of June 30, 2025 and its financial results for the second quarter ended June 30, 2025. A copy of the supplemental data is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The furnishing of this earnings press release and supplemental data are not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the earnings release and supplemental data include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.

The information in Item 7.01 of this Current Report, including Exhibits 99.1and 99.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, unless it is specifically incorporated by reference therein.

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Item 9.01.						Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Modiv Industrial, Inc. Press Release dated August 7, 2025
99.2			Modiv Industrial, Inc. Supplemental Data for the Quarter Ended June 30, 2025
104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

Safe Harbor Statement

Certain statements contained in this Current Report on Form 8-K, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not limited to, statements related to the Company’s expectations regarding the performance of its business. These forward-looking statements can be identified by the use of words such as “believes,” “potential,” “may,” “will,” “should,” “intends,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”). Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

1

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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: August 7, 2025

1

Exhibit 99.1

Modiv Industrial Announces Second Quarter 2025 Results

Denver, CO, August 7, 2025 – Modiv Industrial, Inc. (“Modiv Industrial,” “Modiv” or the “Company”) (NYSE:MDV), the only public REIT exclusively focused on acquiring industrial manufacturing real estate, today announced operating results for the second quarter ended June 30, 2025.

Highlights:

•Second quarter 2025 revenue of $11.8 million and net loss attributable to common stockholders of $(2.8) million.

•Second quarter AFFO of $4.8 million, or $0.38 per diluted share, a 22% year-over year increase, beating consensus estimates.

•5-year lease renewal with 2% annual escalations on our Northrop Grumman property located in Melbourne, Florida.

The following is a statement from Aaron Halfacre, CEO of Modiv Industrial.

“I don’t know about you but the second quarter of 2025 left me feeling a bit dizzy - like I spent too much time on a high speed merry-go-round. The sheer volume of events that happened over the quarter was mind-numbing. The bombing of Iran and the end of the Trump-Musk bromance feel like ancient history. Everyday seems to be a new sensational headline. Meanwhile, the Fed pissing match ensues, tariff speculation remains rampant, tech stocks and crypto continue to defy gravity, and the REIT sector seems stuck in a perpetual toilet swirl.

Yet, here at Modiv, it was calm, steady and decidedly non-dizzying. In fact, you might call this quarter flat out boring. We stuck to our discipline, worked our patience and tended to the details. No flash, no bang, needed to deliver the 22% year-over year increase in quarterly results.

Alas, the past won’t make us any more money than it has, so let me share some thoughts on the future:

•Lending Thaw - Though our term loan doesn’t mature until January 2027, we are a bit like Aesop’s Ant always preparing for a future winter and, as such, we’ve been speaking to the bank lending market and our takeaway is that lenders have shifted from reluctantly lending toward a somewhat more normal willingness to lend. Both debt refinancing and new acquisition financing seem available to those who seek it.

•Hunting Wabbits - Market activity seems to confirm the thaw. Not only have there been a recent spat of large dollar single and multi-asset acquisitions by higher profile REITs, we have also seen numerous attractive note offerings. However, watching the big REITs do what they do isn’t nearly as telling of a potential pivot point as it is to watch the activity of the more diminutive real estate enterprises. Be it the number of strategic alternative review announcements (e.g. GIPR, PGRE, FSP, ELME), the take private of City Office REIT (NYSE: CIO), or the Kawa bid on Orion (NYSE: ONL), we are starting to see early signs that people are

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willing to place their bets. Of relevance, to a net lease company like Modiv, are the two recent net lease platform acquisitions: the first being the acquisition of Elm Tree Funds by BlackRock (NYSE: BLK) and the second being the acquisition of Fundamental Income by Starwood Trust (NYSE: STWD). Long duration WALT portfolios appear to be in vogue. As a small cap REIT with 14+ WALT and a healthy balance sheet, our head is always on swivel and I shared our thoughts on M&A earlier this year. We are cognizant that there is a food chain (and where we sit on it), but we are a fierce small mammal, more honey badger than rabbit, so it remains to be seen if we are the hunted or the hunter.

•Recycling Green - With signs of tighter cap rates being observed in the acquisition markets and the numerous unsolicited overtures for our properties (and beyond), it is starting to feel like we might be entering the right stage to begin the next phase of our asset recycling program to generate even more greenbacks. Modiv has about $150 million of assets that we have long thought about recycling into more appropriate opportunities. Based on our deep analysis of the respective property markets, we believe these assets, if recycled as we intend, could produce at least 100 basis points of AFFO growth within 12+ months from a green light.

•Discipline over Dopamine - As we all know, history tends to repeat itself. Different actors, different stage, same story. We have seen these capital markets in the past. We know that the disciplined investors thrive because they know to control their emotions and work their plan. If you haven’t noticed yet, MDV loves discipline.

Until next quarter.

Grit, grind, get it done!” Aaron Halfacre, CEO of Modiv Industrial.

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Conference Call and Webcast

A conference call and audio webcast with analysts and investors will be held on Thursday, August 7, 2025, at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, to discuss the second quarter ended June 30, 2025 operating results and answer questions.

Live conference call: 1-800-717-1738 or 1-646-307-1865 at 11:00 a.m. Eastern Time, Thursday, August 7, 2025

Webcast: To listen to the webcast, either live or archived, please use this link:

https://viavid.webcasts.com/starthere.jsp?ei=1728161&tp_key=435cf678e4

or visit the investor relations page of Modiv’s website at www.modiv.com.

About Modiv Industrial

Modiv Industrial, Inc. is an internally managed REIT that is focused on single-tenant net-lease industrial manufacturing real estate. The Company actively acquires critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. For more information, please visit: www.modiv.com.

Forward-looking Statements

Certain statements contained in this press release, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our future financial performance, annualized dividend rates, future distributions and distributions declared by the Company’s board of directors. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2025. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Company’s other filings with the SEC. Any forward-looking statements herein speak only as of the time when made and are based on information available to the Company as of such date and are qualified in their entirety by this cautionary statement. The Company assumes no obligation to revise or update any such statement now or in the future, unless required by law.

Notice Involving Non-GAAP Financial Measures

In addition to U.S. GAAP financial measures, this press release and the supplemental financial and operating report included in our Form 8-K dated August 7, 2025 contain and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are provided below.

AFFO is a measure that is not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See the Reconciliation of Non-GAAP Measures later in this press release.

Inquiries:

[email protected]

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MODIV INDUSTRIAL, INC.

Condensed Consolidated Statements of Operations

(in thousands, except shares and per share data)

(unaudited)

						Three Months Ended June 30,												Six Months Ended June 30,
						2025						2024						2025						2024
Revenue:
Rental						$	11,767					$	11,344					$	23,494					$	23,244
Management fee						66						66						132						132
Total revenue						11,833						11,410						23,626						23,376
Expenses:
General and administrative						1,202						1,419						3,195						3,418
Stock compensation						810						67						1,294						1,446
Depreciation and amortization						3,828						4,137						7,646						8,270
Property						828						694						1,674						1,678
Impairment of real estate investment property						4,000						—						4,000						—
Total expenses						10,668						6,317						17,809						14,812
Gain on sale of real estate investments, net						—						—						84						3,188
Operating income						1,165						5,093						5,901						11,752
Other income (expense):
Interest income						33						198						95						322
Dividend income						—						5						—						113
Income from unconsolidated investment in a real estate property						185						74						264						148
Interest expense, net of unrealized gain on interest rate swaps and derivative settlements						(4,016)						(4,103)						(8,064)						(6,410)
Loss on equity investments						—						(5)						—						(26)
Other expense, net						(3,798)						(3,831)						(7,705)						(5,853)
Net (loss) income						(2,633)						1,262						(1,804)						5,899
Less: net loss (income) attributable to noncontrolling interests in Operating Partnership						611						63						611						(850)
Net (loss) income attributable to Modiv Industrial, Inc.						(2,022)						1,325						(1,193)						5,049
Preferred stock dividends						(796)						(922)						(1,623)						(1,844)
Net (loss) income attributable to common stockholders						$	(2,818)					$	403					$	(2,816)					$	3,205
(Loss) earnings per share attributable to common stockholders:
Basic						$	(0.32)					$	0.03					$	(0.33)					$	0.36
(Loss) earnings per share attributable to common stockholders and Class C OP Units:
Diluted						$	(0.32)					$	0.03					$	(0.33)					$	0.36
Weighted-average number of common shares outstanding:
Basic						10,123,721						9,441,485						10,048,760						9,002,819
Weighted-average number of common shares and Class C OP Units outstanding:
Diluted						11,717,049						11,419,115						11,518,510						11,389,106
Distributions declared per common share						$	0.2925					$	0.2875					$	0.5850					$	0.5750

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MODIV INDUSTRIAL, INC.

Condensed Consolidated Balance Sheets

(in thousands, except shares and per share data)

(unaudited)

						June 30, 2025						December 31, 2024
Assets
Real estate investments:
Land						$	98,738					$	98,009
Buildings and improvements						388,564						386,102
Equipment						—						4,429
Tenant origination and absorption costs						13,638						13,194
Total investments in real estate property						500,940						501,734
Accumulated depreciation and amortization						(66,176)						(59,524)
Total real estate investments, net, excluding unconsolidated investment in real estate property and real estate investments held for sale, net						434,764						442,210
Unconsolidated investment in a real estate property						9,262						9,324
Total real estate investments, net, excluding real estate investments held for sale, net						444,026						451,534
Real estate investments held for sale, net						22,372						22,372
Total real estate investments, net						466,398						473,906
Cash and cash equivalents						5,814						11,530
Tenant deferred rent and other receivables						20,820						18,460
Above-market lease intangibles, net						1,203						1,240
Prepaid expenses and other assets						2,514						2,693
Interest rate swap derivatives						2,103						—
Total assets						$	498,852					$	507,829
Liabilities and Equity
Mortgage notes payable, net						$	30,516					$	30,777
Credit facility term loan, net						249,231						248,999
Accounts payable, accrued and other liabilities						3,333						4,035
Distributions payable						2,027						1,994
Below-market lease intangibles, net						7,530						7,948
Other liabilities related to real estate investments held for sale						—						26
Total liabilities						292,637						293,779
Commitments and contingencies
7.375% Series A cumulative redeemable perpetual preferred stock, $0.001 par value; $25.00 per share liquidation preference; 2,000,000 shares authorized; 1,725,000 outstanding as of June 30, 2025 and 2,000,000 outstanding as of December 31, 2024						2						2
Class C common stock, $0.001 par value, 300,000,000 shares authorized; 10,614,130 shares issued and 10,146,811 shares outstanding as of June 30, 2025, and 10,404,211 shares issued and 9,936,892 outstanding as of December 31, 2024						11						10
Additional paid-in-capital						334,096						349,479
Treasury stock, at cost, 467,319 shares held as of each June 30, 2025 and December 31, 2024						(7,112)						(7,112)
Cumulative distributions and net losses						(162,761)						(154,074)
Accumulated other comprehensive income						1,367						1,841
Total Modiv Industrial, Inc. equity						165,603						190,146
Noncontrolling interests in the Operating Partnership						40,612						23,904
Total equity						206,215						214,050
Total liabilities and equity						$	498,852					$	507,829

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MODIV INDUSTRIAL, INC.

Reconciliation of Non-GAAP Measures - FFO and AFFO

(in thousands, except shares and per share data)

(Unaudited)

						Three Months Ended June 30,												Six Months Ended June 30,
						2025						2024						2025						2024
Net (loss) income (in accordance with GAAP)						$	(2,633)					$	1,262					$	(1,804)					$	5,899
Preferred stock dividends						(796)						(922)						(1,623)						(1,844)
Net (loss) income attributable to common stockholders and OP Unit holders						(3,429)						$	340					(3,427)						$	4,055
FFO adjustments:
Depreciation and amortization of real estate properties						3,828						4,137						7,646						8,270
Amortization of deferred lease incentives						—						2						—						(3)
Depreciation and amortization for unconsolidated investment in a real estate property						189						189						378						379
Impairment of real estate investment property						4,000						—						4,000						—
Gain on sale of real estate investments, net						—						—						(84)						(3,188)
FFO attributable to common stockholders and OP Unit holders						4,588						4,668						8,513						9,513
AFFO adjustments:
Stock compensation expense						810						67						1,294						1,446
Amortization of deferred financing costs						158						221						315						443
Amortization of deferred rents						(1,269)						(1,422)						(2,572)						(3,094)
Amortization of unrealized holding gain, net of unrealized loss on non-designated or ineffective interest rate derivative instruments						(253)						550						(503)						(739)
Amortization of off-market interest rate derivatives and reduction for accrued interest						1,034						—						2,109						—
Amortization of (below) above market lease intangibles, net						(212)						(212)						(424)						(423)
Loss on equity investments						—						5						—						26
Other adjustments for unconsolidated investment in a real estate property						(78)						24						(42)						47
AFFO attributable to common stockholders and OP Unit holders						$	4,778					$	3,901					$	8,690					$	7,219
Weighted Average Shares/Units Outstanding:
Fully diluted (1)						12,612,092						11,419,115						12,229,385						11,389,106
FFO Per Share/Unit:
Fully diluted						$	0.36					$	0.41					$	0.70					$	0.84
AFFO Per Share/Unit:
Fully diluted						$	0.38					$	0.34					$	0.71					$	0.63

(1)     Fully diluted shares/units outstanding includes the weighted average dilutive effect of 1,593,328 Class C OP Units and 895,043 Class X OP Units for the three months ended June 30, 2025, 1,469,750 Class C OP Units and 710,875 Class X OP Units for the six months ended June 30, 2025, and 1,977,630 and 2,386,287 Class C OP Units for the three and six months ended June 30, 2024, respectively. Class X OP Units were excluded from the weighted average shares/units outstanding in calculating earnings (loss) per share for the three and six months ended June 30, 2025 in the unaudited condensed consolidated statements of operations since they were anti-dilutive.

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In order to provide a more complete understanding of the operating performance of a REIT, the National Association of Real Estate Investment Trusts (“Nareit”) promulgated a measure known as Funds from Operations (“FFO”). FFO is defined as net income or loss computed in accordance with GAAP, excluding gains and losses from sales of depreciable operating property, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated investments, preferred dividends and real estate impairments. Because FFO calculations adjust for such items as depreciation and amortization of real estate assets and gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. It should be noted, however, that other REITs may not define FFO in accordance with the current Nareit definition or may interpret the current Nareit definition differently than we do, making comparisons less meaningful.

Additionally, we use Adjusted Funds from Operations (“AFFO”) as a non-GAAP financial measure to evaluate our operating performance. AFFO excludes non-routine and certain non-cash items such as stock-based compensation, amortization of deferred rent, amortization of below/above market lease intangibles, amortization of deferred financing costs, gain or loss from the extinguishment of debt, unrealized gains (losses) on derivative instruments, amortization of off-market interest rate derivatives and reduction for accrued interest, and write-offs of due diligence expenses for abandoned pursuits. We also believe that AFFO is a recognized measure of sustainable operating performance in the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies. Management believes that AFFO is a beneficial indicator of our ongoing portfolio performance. More specifically, AFFO isolates the financial results of our operations. AFFO, however, is not considered an appropriate measure of historical earnings as it excludes certain significant costs that are otherwise included in reported earnings. Further, since the measure is based on historical financial information, AFFO for the period presented may not be indicative of future results. By providing FFO and AFFO, we present information that assists investors in aligning their analysis with management’s analysis of long-term operating activities.

For all of these reasons, we believe the non-GAAP measures of FFO and AFFO, in addition to income or loss from operations, net income or loss and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful to investors in evaluating the performance of our real estate portfolio. AFFO is useful in assisting management and investors in assessing our ongoing ability to generate cash flow from operations and continue as a going concern in future operating periods. However, a material limitation associated with FFO and AFFO is that they are not indicative of our cash available to fund distributions since other uses of cash, such as capital expenditures at our properties and principal payments of debt, are not deducted when calculating FFO and AFFO. Therefore, FFO and AFFO should not be viewed as a more prominent measure of performance than income or loss from operations, net income (loss) or cash flows from operating activities and each should be reviewed in connection with GAAP measurements.

Neither the SEC, Nareit, nor any other applicable body has opined on the acceptability of the adjustments contemplated to adjust FFO in order to calculate AFFO and its use as a non-GAAP performance measure. In the future, the SEC or Nareit may decide to standardize the allowable exclusions across the REIT industry, and we may have to adjust the calculation and characterization of this non-GAAP measure.

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MODIV INDUSTRIAL, INC.

Reconciliation of Non-GAAP Measures - Adjusted EBITDA

(in thousands)

(Unaudited)

									Three Months Ended June 30,												Six Months Ended June 30,
									2025						2024						2025						2024
Net (loss) income (in accordance with GAAP)									$	(2,633)					$	1,262					$	(1,804)					$	5,899
			Depreciation and amortization of real estate properties						3,828						4,137						7,646						8,270
			Depreciation and amortization for unconsolidated investment in a real estate property						189						189						378						379
			Interest expense, net of unrealized gain on interest rate swaps and derivative settlements						4,016						4,103						8,064						6,410
			Interest expense for unconsolidated investment in real estate property						92						93						186						188
			Impairment of real estate investment property						4,000						—						4,000						—
			Stock compensation expense						810						67						1,294						1,446
			Gain on sale of real estate investments, net						—						—						(84)						(3,188)
			Loss on equity investments						—						5						—						26
			Adjusted EBITDA						$	10,302					$	9,856					$	19,680					$	19,430
Annualized Adjusted EBITDA									$	41,208					$	39,424					$	39,360					$	38,860
Net debt:
			Consolidated debt						$	280,642					$	281,083					$	280,642					$	281,083
			Debt of unconsolidated investment in real estate property (1)						8,893						9,138						8,893						9,138
			Consolidated cash and cash equivalents						(5,814)						(18,870)						(5,814)						(18,870)
			Cash of unconsolidated investment in real estate property (1)						(607)						(298)						(607)						(298)
			Net debt						$	283,114					$	271,053					$	283,114					$	271,053
Net debt / Adjusted EBITDA									6.9		x				6.9		x				7.2		x				7.0		x
(1) Reflects the Company's 72.71% pro rata share of the tenant-in-common's mortgage note payable and cash.

We define Net Debt as gross debt less cash and cash equivalents. We define Adjusted EBITDA as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, gains or losses from the sales of depreciable property, extraordinary items, provisions for impairment on real estate investments and goodwill, interest expense, non-cash items such as stock compensation and write-offs of transaction costs and other one-time transactions. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. EBITDA is not a measure of financial performance under GAAP, and our EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA as an alternative to net income or cash flows from operating activities determined in accordance with GAAP.

Exhibit 99.2

NYSE: MDV

QUARTERLY SUPPLEMENTAL DATA

June 30, 2025

Financial Information

and

Portfolio Information

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Modiv Industrial, Inc.

Supplemental Information - Second Quarter 2025

Table of Contents
About the Data						3
Company Overview						4
Financial Results
			Earnings Release			5
			Consolidated Statements of Operations - Last Five Quarters			8
			Consolidated Statements of Comprehensive Income (Loss) - Last Five Quarters			10
			Earnings (Loss) Per Share - Last Five Quarters			11
			FFO and AFFO - Last Five Quarters			12
			Adjusted EBITDA - Last Five Quarters			13
			Leverage Ratio			14
Balance Sheets and Capitalization
			Capitalization			15
			Consolidated Balance Sheets			16
			Debt Overview			17
			Credit Facility and Mortgage Notes Covenants			18
Real Estate
			Real Estate Acquisitions			19
			Real Estate Dispositions			20
			Top 20 Tenants			21
			Property Type			22
			Tenant Industry Diversification			23
			Tenant Geographic Diversification			24
			Lease Expirations			25
Appendix
			Disclosures Regarding Non-GAAP and Other Metrics			26

2

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About the Data

This data and other information described herein are as of and for the three months ended June 30, 2025 unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with Modiv Industrial, Inc.'s. Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 4, 2025 and Quarterly Report on Form 10-Q for the three months ended June 30, 2025, including the financial statements and management's discussion and analysis of financial condition and results of operations, filed on August 7, 2025.

Forward-Looking Statements

Information set forth herein contains forward-looking statements, which reflect our current views regarding our business, financial performance, growth prospects and strategies, market opportunities, and market trends. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. All of the forward-looking statements herein are subject to various risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance, and achievements could differ materially from those expressed in or by the forward-looking statements and may be affected by a variety of risks and other factors. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from such forward-looking statements. These factors include, but are not limited to, changes in the rate of inflation and interest rates, general economic conditions, local real estate conditions, tenant financial health, property acquisitions and dispositions and the timing of any acquisitions and dispositions, supply-chain disruptions, tariffs and negative impacts associated with foreign policy actions implemented by the United States. These and other risks, assumptions, and uncertainties are described in our filings with the U.S. Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on any forward-looking statements included herein. All forward-looking statements are made as of the date of this document and the risk that actual results, performance, and achievements will differ materially from the expectations expressed or referenced herein will increase with the passage of time. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

3

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Company Overview

Modiv Industrial, Inc. (NYSE:MDV) (“Modiv Industrial”, the “Company”, “we”, “us” and “our”) is a real estate investment trust (“REIT”) that acquires, owns and manages a portfolio of single-tenant net-lease real estate. The Company actively acquires critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation's supply chains. For more information, please visit: www.modiv.com.

Modiv Industrial strives towards a “best-in-class” corporate governance structure through a board of directors and management team with decades of institutional real estate industry experience.

Management Team:						Independent Directors:
Aaron S. Halfacre						Thomas H. Nolan, Jr.
Chief Executive Officer and Director						Chairman of the Board
Raymond J. Pacini						Christopher R. Gingras
Chief Financial Officer and Secretary
						Kimberly Smith
John C. Raney
Chief Operating Officer and General Counsel						Connie Tirondola

Investor Inquiries:

[email protected]

Transfer Agent:

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

800-736-3001

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Modiv Industrial Announces Second Quarter 2025 Results

Denver, CO, August 7, 2025 – Modiv Industrial, Inc. (“Modiv Industrial,” “Modiv” or the “Company”) (NYSE:MDV), the only public REIT exclusively focused on acquiring industrial manufacturing real estate, today announced operating results for the second quarter ended June 30, 2025.

Highlights:

•Second quarter 2025 revenue of $11.8 million and net loss attributable to common stockholders of $(2.8) million.

•Second quarter AFFO of $4.8 million, or $0.38 per diluted share, a 22% year-over year increase, beating consensus estimates.

•5-year lease renewal with 2% annual escalations on our Northrop Grumman property located in Melbourne, Florida.

The following is a statement from Aaron Halfacre, CEO of Modiv Industrial.

“I don’t know about you but the second quarter of 2025 left me feeling a bit dizzy - like I spent too much time on a high speed merry-go-round. The sheer volume of events that happened over the quarter was mind-numbing. The bombing of Iran and the end of the Trump-Musk bromance feel like ancient history. Everyday seems to be a new sensational headline. Meanwhile, the Fed pissing match ensues, tariff speculation remains rampant, tech stocks and crypto continue to defy gravity, and the REIT sector seems stuck in a perpetual toilet swirl.

Yet, here at Modiv, it was calm, steady and decidedly non-dizzying. In fact, you might call this quarter flat out boring. We stuck to our discipline, worked our patience and tended to the details. No flash, no bang, needed to deliver the 22% year-over year increase in quarterly results.

Alas, the past won’t make us any more money than it has, so let me share some thoughts on the future:

•Lending Thaw - Though our term loan doesn’t mature until January 2027, we are a bit like Aesop’s Ant always preparing for a future winter and, as such, we’ve been speaking to the bank lending market and our takeaway is that lenders have shifted from reluctantly lending toward a somewhat more normal willingness to lend. Both debt refinancing and new acquisition financing seem available to those who seek it.

•Hunting Wabbits - Market activity seems to confirm the thaw. Not only have there been a recent spat of large dollar single and multi-asset acquisitions by higher profile REITs, we have also seen numerous attractive note offerings. However, watching the big REITs do what they do isn’t nearly as telling of a potential pivot point as it is to watch the activity of the more diminutive real estate enterprises. Be it the number of strategic alternative review announcements (e.g. GIPR, PGRE, FSP, ELME), the take private of City Office REIT (NYSE: CIO), or the Kawa bid on Orion (NYSE: ONL), we are starting to see early signs that people are willing to place their bets. Of relevance, to a net lease company like Modiv, are the two recent net lease platform

5

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acquisitions: the first being the acquisition of Elm Tree Funds by BlackRock (NYSE: BLK) and the second being the acquisition of Fundamental Income by Starwood Trust (NYSE: STWD). Long duration WALT portfolios appear to be in vogue. As a small cap REIT with 14+ WALT and a healthy balance sheet, our head is always on swivel and I shared our thoughts on M&A earlier this year. We are cognizant that there is a food chain (and where we sit on it), but we are a fierce small mammal, more honey badger than rabbit, so it remains to be seen if we are the hunted or the hunter.

•Recycling Green - With signs of tighter cap rates being observed in the acquisition markets and the numerous unsolicited overtures for our properties (and beyond), it is starting to feel like we might be entering the right stage to begin the next phase of our asset recycling program to generate even more greenbacks. Modiv has about $150 million of assets that we have long thought about recycling into more appropriate opportunities. Based on our deep analysis of the respective property markets, we believe these assets, if recycled as we intend, could produce at least 100 basis points of AFFO growth within 12+ months from a green light.

•Discipline over Dopamine - As we all know, history tends to repeat itself. Different actors, different stage, same story. We have seen these capital markets in the past. We know that the disciplined investors thrive because they know to control their emotions and work their plan. If you haven’t noticed yet, MDV loves discipline.

Until next quarter.

Grit, grind, get it done!” Aaron Halfacre, CEO of Modiv Industrial.

6

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Conference Call and Webcast

A conference call and audio webcast with analysts and investors will be held on Thursday, August 7, 2025, at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, to discuss the second quarter ended June 30, 2025 operating results and answer questions.

Live conference call: 1-800-717-1738 or 1-646-307-1865 at 11:00 a.m. Eastern Time, Thursday, August 7, 2025

Webcast: To listen to the webcast, either live or archived, please use this link:

https://viavid.webcasts.com/starthere.jsp?ei=1728161&tp_key=435cf678e4

or visit the investor relations page of Modiv’s website at www.modiv.com.

About Modiv Industrial

Modiv Industrial, Inc. is an internally managed REIT that is focused on single-tenant net-lease industrial manufacturing real estate. The Company actively acquires critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. For more information, please visit: www.modiv.com.

Forward-looking Statements

Certain statements contained in this press release, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our future financial performance, annualized dividend rates, future distributions and distributions declared by the Company’s board of directors. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2025. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Company’s other filings with the SEC. Any forward-looking statements herein speak only as of the time when made and are based on information available to the Company as of such date and are qualified in their entirety by this cautionary statement. The Company assumes no obligation to revise or update any such statement now or in the future, unless required by law.

Notice Involving Non-GAAP Financial Measures

In addition to U.S. GAAP financial measures, this press release and the supplemental financial and operating report included in our Form 8-K dated August 7, 2025 contain and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are provided below.

AFFO is a measure that is not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See the Reconciliation of Non-GAAP Measures later in this press release.

Inquiries:

[email protected]

7

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Modiv Industrial, Inc.

Consolidated Statements of Operations - Last Five Quarters

(dollars in thousands, except share/unit and per share/unit data)(unaudited)

						Three Months Ended
						June 30, 2025						March 31, 2025						December 31, 2024						September 30, 2024						June 30, 2024
Income:
Rental (1)						$	11,767					$	11,727					$	11,664					$	11,589					$	11,344
Management fee						66						66						66						66						66
Total income						11,833						11,793						11,730						11,655						11,410
Expenses:
General and administrative						1,202						1,993						1,261						1,661						1,419
Stock compensation (2)						810						484						65						75						67
Depreciation and amortization (3)						3,828						3,818						4,164						4,167						4,137
Property						828						846						910						1,025						694
Impairment of real estate investment property (4)						4,000						—						—						—						—
Total expenses						10,668						7,141						6,400						6,928						6,317
Gain on sale of real estate investments (5)						—						84						—						172						—
Operating income						1,165						4,736						5,330						4,899						5,093
Other income (expense):
Interest income						33						62						68						82						198
Dividend income						—						—						—						—						5
Income from unconsolidated investment in a real estate property						185						79						75						75						74
Interest expense, net of unrealized gain or loss on interest rate swaps and derivative settlements (6)						(4,016)						(4,048)						(3,706)						(6,104)						(4,103)
Loss on equity investments						—						—						(125)						—						(5)
Other expense, net						(3,798)						(3,907)						(3,688)						(5,947)						(3,831)
Net (loss) income						(2,633)						829						1,642						(1,048)						1,262
Less: net loss (income) attributable to noncontrolling interests in Operating Partnership						611						—						(87)						461						63
Net (loss) income attributable to Modiv Industrial, Inc.						(2,022)						829						1,555						(587)						1,325
Preferred stock dividends						(796)						(827)						(922)						(922)						(922)
Net (loss) income attributable to common stockholders						$	(2,818)					$	2					$	633					$	(1,509)					$	403
(Loss) earnings per share attributable to common stockholders:
Basic (7)						$	(0.32)					$	(0.01)					$	0.07					$	(0.18)					$	0.03
(Loss) earnings per share attributable to common stockholders and Class C OP Units:
Diluted (7)						$	(0.32)					$	(0.01)					$	0.07					$	(0.18)					$	0.03
Weighted-average number of common shares outstanding:
Basic						10,123,721						9,972,967						9,715,467						9,430,885						9,441,485
Weighted-average number of common shares and Class C OP Units outstanding:
Diluted (8)						11,717,049						11,317,765						11,021,876						10,959,030						11,419,115
Distributions declared per common share						$	0.2925					$	0.2925					$	0.2875					$	0.2875					$	0.2875

(1)    Rental income includes tenant reimbursements primarily for property expenses. The increase in the third and fourth quarter of 2024 is due to the acquisition of an industrial manufacturing property in July 2024.

8

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(2)    During the three months ended March 31, 2025, a total of 895,043 Class X OP Units were awarded to the Company’s employees. Stock compensation expense for each of the three months ended December 31, 2024, September 30, 2024, and June 30, 2024 reflect the portion of independent directors’ fees that were paid in common stock.

(3)    The decrease in depreciation and amortization beginning in the first quarter of 2025 is primarily due to no longer recognizing depreciation and amortization expense for the real estate investments of our office property located in Issaquah, Washington leased to Costco Wholesale Corporation upon classifying the property as held for sale as of December 31, 2024.

(4)    The Company recorded an impairment charge of $4.0 million related to its property and equipment located in Saint Paul, Minnesota during the three months ended June 30, 2025. The Company determined that an impairment charge was required based on current market conditions and represented the excess of the assets' carrying value over the assets’ estimated sale price less estimated selling costs.

(5)    The gain on sale of real estate investments in the third quarter of 2024 resulted from the sale of a land parcel that was part of an industrial property in Canal Fulton, Ohio, to be converted into a park. The gain for the three months ended March 31, 2025 relates to the sale of our industrial property located in Endicott, New York.

(6)    Interest expense includes amortization of off-market interest rate derivatives, accrued interest receivable related to the off-market derivatives, unrealized gains and losses on interest rate swaps and is net of derivative settlements as shown below (in thousands).

						Three Months Ended
						June 30, 2025						March 31, 2025						December 31, 2024						September 30, 2024						June 30, 2024
Derivative cash settlements						$	(1,195)					$	(1,180)					$	(1,252)					$	(1,648)					$	(1,635)
Amortization of off-market interest rate derivatives (a)						$	1,034					$	784					$	—					$	—					$	—
Accrued interest from December 31, 2024 to respective swap execution date (a)						$	—					$	291					$	—					$	—					$	—
Amortization of unrealized gain on interest rate swap valuation (b)						$	(253)					$	(250)					$	(255)					$	(256)					$	(253)
Unrealized loss on non-designated or ineffective interest rate derivative instruments, net (b)						$	—					$	—					$	50					$	2,679					$	803

(a)     In January 2025, the Company, through its Operating Partnership, entered into two swap agreements, effective December 31, 2024, for $125.0 million each, for an aggregate of $250.0 million which fixes the secured overnight financing rate for the year ending December 31, 2025 at 2.45%, resulting in a fixed rate of 4.25% based on the Company’s current leverage ratio. The Company paid aggregate premiums of $4.2 million, including accrued interest receivable of $0.3 million, to buy down the fixed rate below the market rate, which is a derivative that is recorded as an asset on our balance sheet and amortized over the 12 months ending December 31, 2025, increasing interest expense. The Company designated the pay-fixed, receive-floating interest rate swaps as cash flow hedges and therefore the change in fair value of $0.8 million and $1.0 million for the three months ended June 30, 2025 and March 31, 2025, respectively, was recorded as accumulated other comprehensive income in the Company's unaudited condensed balance sheet, not as an increase to interest expense.

(b)    For derivative instruments that are not deemed effective or are not designated as cash flow hedges, unrealized loss results in an increase in interest expense and the unrealized gain decreases interest expense. For derivative instruments that were designated as a cash flow hedge and later deemed ineffective, any unrealized gain is amortized on a straight-line basis, as a reduction to interest expense.

(7)     While net income attributable to common stockholders was $2,000 for the three months ended March 31, 2025, earnings (loss) per share is $(0.01) for the period because distributions paid to Class X OP Units are deducted in calculating Earnings (loss) per share.

(8)     The weighted average dilutive effect of 895,043 and 524,660 Class X OP Units for the three months ended June 30, 2025 and March 31, 2025, respectively, was excluded from diluted net income (loss) per share attributable to common stockholders and noncontrolling interests, as the effect would have been antidilutive. During the three months ended March 31, 2025, a total of 895,043 Class X OP Units were awarded to the Company’s employees.

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Modiv Industrial, Inc.

Consolidated Statements of Comprehensive Income - Last Five Quarters

(dollars in thousands)(unaudited)

						Three Months Ended
						June 30, 2025						March 31, 2025						December 31, 2024						September 30, 2024						June 30, 2024
Net (loss) income						$	(2,633)					$	829					$	1,642					$	(1,048)					$	1,262
Other comprehensive (loss) income: cash flow hedge adjustments
Amortization of unrealized holding gain on interest rate swap (1)						(253)						(250)						(255)						(256)						(253)
Unrealized loss on interest rate derivatives (1)						(840)						(966)						—						—						—
Amortization of off-market interest rate derivatives (1)						1,034						784
Comprehensive income (loss)						(2,692)						397						1,387						(1,304)						1,009
Comprehensive loss (income) attributable to noncontrolling interest in Operating Partnership						631						68						(56)						497						107
Comprehensive (loss) income attributable to Modiv Industrial, Inc.						$	(2,061)					$	465					$	1,331					$	(807)					$	1,116

(1)    As discussed in footnote (6) to the Consolidated Statements of Operations above, (i) for derivative instruments that were designated as a cash flow hedge and later deemed ineffective, any unrealized gain is amortized on a straight-line basis, as a reduction to interest expense and offset to comprehensive income (loss), (ii) for effective derivative instruments designated as a cash flow hedge, the change in fair value is recorded in other comprehensive income, and (iii) premiums paid to buy down the fixed rate below the market rate are amortized over the 12 months ending December 31, 2025, increasing interest expense and offset to comprehensive income (loss).

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Modiv Industrial, Inc.

Earnings (Loss) Per Share - Last Five Quarters

(dollars in thousands, except shares/units and per share/unit data)(unaudited)

						Three Months Ended
						June 30, 2025						March 31, 2024						December 31, 2024						September 30, 2024						June 30, 2024
Net (loss) income						$	(2,633)					$	829					$	1,642					$	(1,048)					$	1,262
Net loss (income) attributable to noncontrolling interest in Operating Partnership (1)						503						—						(85)						275						(59)
Preferred stock dividends						(796)						(827)						(922)						(922)						(922)
(Loss) gain on repurchases of preferred stock						(13)						29						—						—						—
Class X OP Unit distributions						(262)						(163)						—						—						—
Net (loss) income attributable to common stockholders						(3,201)						(132)						635						(1,695)						281
Net (loss) income attributable to noncontrolling interest in Operating Partnership (1)						(503)						—						85						(275)						59
Net (loss) income available to common stockholders and noncontrolling interests used in diluted net (loss) income per share/unit						$	(3,704)					$	(132)					$	720					$	(1,970)					$	340
Weighted average shares of Common Stock outstanding - basic						10,123,721						9,972,967						9,715,467						9,430,885						9,441,485
Class C OP Units (2)(3)						1,593,328						1,344,798						1,306,409						1,528,145						1,977,630
Weighted average shares and units outstanding - diluted (4)						11,717,049						11,317,765						11,021,876						10,959,030						11,419,115
(Loss) earnings per share attributable to common stockholders:
Basic						$	(0.32)					$	(0.01)					$	0.07					$	(0.18)					$	0.03
(Loss) earnings per share attributable to common stockholders and Class C OP Units:
Diluted						$	(0.32)					$	(0.01)					$	0.07					$	(0.18)					$	0.03

(1)    Each share of Class C Common Stock and Class C OP Unit have the same participation in earnings (loss) and therefore Class C OP Units are included in the weighted average shares and units outstanding to calculate diluted earnings (loss) per share. Losses are not allocated to the Class X OP Units because they have not vested and do not have a contractual obligation to share in the Company’s losses. As such, net loss attributable to noncontrolling interest in Operating Partnership represents net loss allocated to Class C OP Units, which is different than the amount presented on the statements of operations and equity for the three month periods that include net loss allocated to Class X OP Units. Net loss (income) attributable to noncontrolling interest in Operating Partnership for the three month periods is calculated using the three month weighted average shares/units, whereas the net loss (income) attributable to noncontrolling interest in Operating Partnership presented on the statements of operations and equity for the three month periods are calculated for the year-to-date period less the prior quarter’s year-to-date net loss (income) attributable to noncontrolling interest in Operating Partnership, which can result in a different amount.

(2)    During the three months ended March 31, 2025, the Company acquired an industrial property whereby the seller received 344,119 Class C OP Units.

(3)    During the three months ended September 2024, the Company purchased 656,191 Class C OP Units.

(4)    Class C OP Units are included in the weighted average shares and units outstanding to calculate diluted earnings (loss) per share as each Class C Common Share and Class C OP Unit have the same participation in earnings (loss). The weighted average dilutive effect of 895,043 and 524,660 Class X OP Units was excluded from diluted net income (loss) per share attributable to common stockholders and noncontrolling interests during the three months ended June 30, 2025 and March 31, 2025, respectively, as the effect would have been antidilutive. During the three months ended June 30, 2025, a total of 895,043 Class X OP Units were awarded to the Company’s employees.

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Modiv Industrial, Inc.

FFO and AFFO - Last Five Quarters

(dollars in thousands, except shares/units and per share/unit data)(unaudited)

						Three Months Ended
						June 30, 2025						March 31, 2025						December 31, 2024						September 30, 2024						June 30, 2024
Net (loss) income (in accordance with GAAP)						$	(2,633)					$	829					$	1,642					$	(1,048)					$	1,262
Preferred stock dividends						(796)						(827)						(922)						(922)						(922)
Net (loss) income attributable to common stockholders and OP Unit holders						(3,429)						2						720						(1,970)						340
FFO adjustments:
Depreciation and amortization of real estate properties						3,828						3,818						4,163						4,167						4,137
Amortization of deferred lease incentives						—						—						—						2						2
Depreciation and amortization for unconsolidated investment in a real estate property						189						189						189						189						189
Gain on sale of real estate investments, net						—						(84)						—						(172)						—
FFO attributable to common stockholders and OP Unit holders						4,588						3,925						5,072						2,216						4,668
AFFO adjustments:
Stock compensation expense (1)						810						484						65						75						67
Amortization and write off of deferred financing costs						158						157						529						221						221
Abandoned pursuit costs						—						—						—						240						—
Amortization of deferred rents						(1,269)						(1,303)						(1,337)						(1,285)						(1,422)
Amortization of unrealized holding gain, net of unrealized loss on non-designated or ineffective interest rate derivative instruments						(253)						(250)						(205)						2,423						550
Amortization of off-market interest rate derivatives and reduction for accrued interest (2)						1,034						1,075						—						—						—
Amortization of (below) above market lease intangibles, net						(212)						(212)						(211)						(212)						(212)
Loss on equity investments						—						—						125						—						5
Other adjustments for unconsolidated investment in a real estate property						(78)						36						29						24						24
AFFO attributable to common stockholders and OP Unit holders						$	4,778					$	3,912					$	4,067					$	3,702					$	3,901
Weighted Average Shares/Units Outstanding:
Fully diluted (3)						12,612,092						11,842,425						11,021,876						10,959,030						11,419,115
FFO Per Share/Unit:
Fully diluted						$	0.36					$	0.33					$	0.46					$	0.20					$	0.41
AFFO Per Share/Unit:
Fully diluted						$	0.38					$	0.33					$	0.37					$	0.34					$	0.34

(1)    During the three months ended March 31, 2025, a total of 895,043 Class X OP Units were awarded to the Company’s employees. Stock compensation expense for each of the three months ended December 31, 2024, September 30, 2024, and June 30, 2024 reflects the portion of independent directors’ fees that were paid in common stock.

(2)    In January 2025, the Company, through its Operating Partnership, entered into two swap agreements, effective December 31, 2024, for $125.0 million each, for an aggregate of $250.0 million which fixes the secured overnight financing rate for the year ending December 31, 2025 at 2.45%, resulting in a fixed rate of 4.25% based on the Company’s current leverage ratio. The Company paid aggregate premiums of $4.2 million, including accrued interest receivable of $0.3 million, to buy down the fixed rate below the market rate, which is a derivative that is recorded as an asset on our balance sheet and amortized over the 12 months ending December 31, 2025, increasing interest expense.

(3)    The weighted average shares/units outstanding - diluted includes the weighted average dilutive effect of the Class C and Class X OP Units (which are excluded from the weighted average shares/units outstanding in calculating earnings (loss) per share in the unaudited condensed consolidated statement of operations since the Class X OP Units are antidilutive).

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Modiv Industrial, Inc.

Adjusted EBITDA - Last Five Quarters

(dollars in thousands)(unaudited)

						Three Months Ended
						June 30, 2025						March 31, 2025						December 31, 2024						September 30, 2024						June 30, 2024
Net (loss) income (in accordance with GAAP)						$	(2,633)					$	829					$	1,642					$	(1,048)					$	1,262
Depreciation and amortization of real estate properties						3,828						3,818						4,163						4,167						4,137
Depreciation and amortization for unconsolidated investment in a real estate property (1)						189						189						189						189						189
Interest expense, net of unrealized gain or loss on interest rate swaps and derivative settlements						4,016						4,048						3,706						6,104						4,103
Interest expense for unconsolidated investment in real estate property (1)						92						94						94						94						93
Impairment of real estate investment property						4,000						—						—						—						—
Stock compensation expense						810						484						65						75						67
Gain on sale of real estate investments, net						—						(84)						—						(172)						—
Abandoned pursuit costs						—						—						—						240						—
Loss on equity investments						—						—						125						—						5
Adjusted EBITDA						$	10,302					$	9,378					$	9,984					$	9,649					$	9,856
Annualized adjusted EBITDA						$	41,206					$	37,512					$	39,936					$	38,596					$	39,424
Net debt:
Consolidated debt						$	280,642					$	280,781					$	280,918					$	281,011					$	281,083
Debt of unconsolidated investment in real estate property (1)						8,893						8,912						9,017						9,078						9,138
Consolidated cash and restricted cash						(5,814)						(6,165)						(11,530)						(6,825)						(18,870)
Cash of unconsolidated investment in real estate property (1)						(607)						(326)						(435)						(310)						(298)
Net debt						$	283,114					$	283,202					$	277,970					$	282,954					$	271,053
Net debt / Adjusted EBITDA						6.9x						7.5x						7.0x						7.3x						6.9x

(1)    Includes our approximate 72.71% pro rata share of the tenant-in-common's mortgage note payable and cash of our unconsolidated investment in real estate property.

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Modiv Industrial, Inc.

Leverage Ratio

(dollars in thousands)(unaudited)

We calculate our leverage ratio in conformance with the definition used in our KeyBank credit facility as set forth below.

						June 30, 2025						December 31, 2024
Total Asset Value
Cash and cash equivalents						$	5,814					$	11,530
Borrowing base value						487,200						489,540
Other real estate value						77,960						76,825
Pro-rata share of unconsolidated investment in a real estate property						32,018						31,846
Total asset value						$	602,992					$	609,741
Indebtedness
Credit facility term loan						$	250,000					$	250,000
Mortgage debt						30,642						30,918
Pro-rata share of unconsolidated investment in a real estate property						8,893						9,017
Total indebtedness						$	289,535					$	289,935
Leverage Ratio						48.0		%				47.6		%

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Modiv Industrial, Inc.

Capitalization as of June 30, 2025

(dollars in thousands, except shares and per share data and OP Units and per OP Unit data)(unaudited)

PREFERRED EQUITY
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock						$	43,125
% of Total Capitalization						9		%
COMMON EQUITY
Shares of Class C Common Stock						10,146,811
Class C and X OP Units						2,488,371
Total Class C Common Stock and Class C OP Units						12,635,182
Price Per Share / Unit at June 30, 2025						$	14.08
IMPLIED EQUITY MARKET CAPITALIZATION						$	177,903
% of Total Capitalization						35		%
DEBT
Mortgage Debt
Costco Wholesale Property						$	18,441
Taylor Fresh Foods Property						12,201
Total Mortgage Debt						$	30,642
KeyBank Credit Facility
Revolver (1)						—
Term Loan (2)						250,000
Total Credit Facility						250,000
TOTAL DEBT						$	280,642
% of Total Capitalization						56		%
% of Total Debt - Floating Rate Debt						—		%
% of Total Debt - Fixed Rate Debt (2) (3)						100		%
ENTERPRISE VALUE
Total Capitalization						$	501,670
Less: Cash and Cash Equivalents						(5,814)
Enterprise Value						$	495,856

(1)    In December 2024, we exercised our right to reduce our Revolver line of credit from $150.0 million to $30.0 million in order to save $0.3 million in annual unused fees.

(2)    In January 2025, we entered into two new swap agreements, effective December 31, 2024, for $125.0 million each, for an aggregate of $250.0 million, corresponding to the Term Loan, which fixed SOFR for the year ending December 31, 2025 to 2.45%, resulting in a fixed rate of 4.25% based on our leverage ratio of 47.6% as of December 31, 2024. We paid aggregate premiums of $4.2 million to buy down the fixed rate below the prevailing market rate. This fixed rate is 28 basis points lower than 2024 and will save approximately $0.7 million of cash interest expense during 2025.

(3)    The weighted average interest rate for the $280.6 million total debt outstanding was 4.27% as of June 30, 2025.

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Modiv Industrial, Inc.

Consolidated Balance Sheets

(dollars in thousands, except shares and per share data)(unaudited)

			June 30, 2025						December 31, 2024
Assets
Real estate investments:
Land			$	98,738					$	98,009
Buildings and improvements			388,564						386,102
Equipment			—						4,429
Tenant origination and absorption costs			13,638						13,194
Total investments in real estate property			500,940						501,734
Accumulated depreciation and amortization			(66,176)						(59,524)
Total real estate investments, net, excluding unconsolidated investment in real estate property and real estate investments held for sale, net			434,764						442,210
Unconsolidated investment in a real estate property			9,262						9,324
Total real estate investments, net, excluding real estate investments held for sale, net			444,026						451,534
Real estate investments held for sale, net			22,372						22,372
Total real estate investments, net			466,398						473,906
Cash and cash equivalents			5,814						11,530
Tenant deferred rent and other receivables			20,820						18,460
Above-market lease intangibles, net			1,203						1,240
Prepaid expenses and other assets			2,514						2,693
Interest rate swap derivative			2,103						—
Total assets			$	498,852					$	507,829
Liabilities and Equity
Mortgage notes payable, net			$	30,516					$	30,777
Credit facility term loan, net			249,231						248,999
Accounts payable, accrued and other liabilities			3,333						4,035
Distributions payable			2,027						1,994
Below-market lease intangibles, net			7,530						7,948
Other liabilities related to real estate investments held for sale			—						26
Total liabilities			292,637						293,779
Commitments and contingencies
7.375% Series A cumulative redeemable perpetual preferred stock, $0.001 par value; $25.00 per share liquidation preference; 2,000,000 shares authorized; 1,725,000 outstanding as of June 30, 2025 and 2,000,000 outstanding as of December 31, 2024			2						2
Class C common stock, $0.001 par value, 300,000,000 shares authorized; 10,614,130 shares issued and 10,146,811 shares outstanding as of June 30, 2025, and 10,404,211 shares issued and 9,936,892 outstanding as of December 31, 2024			11						10
Additional paid-in-capital			334,096						349,479
Treasury stock, at cost, 467,319 shares held as of each June 30, 2025 and December 31, 2024			(7,112)						(7,112)
Cumulative distributions and net losses			(162,761)						(154,074)
Accumulated other comprehensive income			1,367						1,841
Total Modiv Industrial, Inc. equity			165,603						190,146
Noncontrolling interests in the Operating Partnership			40,612						23,904
Total equity			206,215						214,050
Total liabilities and equity			$	498,852					$	507,829

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Modiv Industrial, Inc.

Debt Overview

(dollars in thousands)(unaudited)

						Outstanding Balance
Collateral						June 30, 2025						December 31, 2024						Interest Rate									Loan Maturity
Mortgage Notes:
Costco property						$	18,441					$	18,589					4.85%			(2)						01/01/2030
Taylor Fresh Foods property						12,201						12,329						3.85%			(2)						11/01/2029
						30,642						30,918
Less unamortized deferred financing costs						(126)						(141)
Mortgage notes payable, net						30,516						30,777
KeyBank Credit Facility (1)
Revolver						—						—						6.16%			(3)						01/18/2027
Term loan						250,000						250,000						4.25%			(4)						01/18/2027
Total Credit Facility						250,000						250,000
Less unamortized deferred financing costs						(769)						(1,001)
						249,231						248,999
Total debt, net						$	279,747					$	279,776					4.27%			(5)

(1)    Our $280 million Credit Facility is comprised of a $30 million Revolver and a $250 million Term Loan. As of the filing date of this Supplemental Data, the $250 million Term Loan is fully drawn and the Revolver has zero outstanding balance.

(2)    Contractual fixed rate.

(3)    The interest rate on the Revolver is based on our leverage ratio at the end of the prior quarter. With our leverage ratio at 48.0% as of June 30, 2025, the spread over the SOFR, including a 10-basis point credit adjustment, is 185 basis points and the interest rate on the Revolver was 6.1625% as of June 30, 2025, although we had no outstanding borrowings under the Revolver. We also pay an annual unused fee of up to 25 basis points on the Revolver, based on the daily amount of the unused commitment.

(4)    In January 2025, the Company, through its Operating Partnership, entered into two swap agreements, effective December 31, 2024, for $125.0 million each, for an aggregate of $250.0 million which fixes the secured overnight financing rate for the year ending December 31, 2025 at 2.45%, resulting in a fixed rate of 4.25% based on the Company’s current leverage ratio. The Company paid aggregate premiums of $4.2 million, including accrued interest receivable of $0.3 million, to buy down the fixed rate below the market rate, which is a derivative that is recorded as an asset on our balance sheet and amortized over the 12 months ending December 31, 2025, increasing interest expense.

(5)    The weighted average interest rate for the $280.6 million total debt outstanding was 4.27% as of June 30, 2025.

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Modiv Industrial, Inc.

Covenants

(dollars in thousands)(unaudited)

Credit Facility and Mortgage Notes Covenants

The following is a summary of key financial covenants for our credit facility and mortgage notes, as defined and calculated per the terms of the facility's Credit Agreement and the mortgage notes' governing documents, respectively, which are included in our filings with the SEC. These calculations, which are not based on U.S. Generally Accepted Accounting Principles (“GAAP”) measurements are presented to demonstrate that as of June 30, 2025, we are in compliance with the covenants.

Unsecured Credit Facility Covenants						Required						June 30, 2025
Maximum leverage ratio						<60%						48.0%
Minimum fixed charge coverage ratio						>1.50x						1.89
Maximum secured indebtedness ratio						40%						7%
Minimum consolidated tangible net worth						$	223,986					$	280,370
Weighted average lease term (years) (1)						7						15
(1) The weighted average lease term above only reflects the 36 properties that are included in the Credit Facility borrowing base.
Mortgage Notes Key Covenants						Debt Service Coverage Ratio						June 30, 2025
Costco property						N.A.						N.A.
Taylor Fresh Foods property						1.5						2.7

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Modiv Industrial, Inc.

Real Estate Acquisitions

(dollars in thousands)(unaudited)

The following table summarizes our property acquisition activity from April 1, 2024 through June 30, 2025:

Tenant and Location						Property Type						Acquisition Date						Leasable Area (Square Feet)						Lease Terms (Years)						Annual Rent Increase						Acquisition Price						Initial Cap Rate						Weighted Average Cap Rate
Torrent, Seminole, FL						Industrial						July 2024						29,699						20.0						2.9		%				$	5,125					8.0		%				10.6		%
Science First, Yulee, FL						Industrial						March 2025						48,589						7.8						(1)						6,100						8.0		%				8.7		%
																		78,288																		$	11,225					8.0		%				9.6		%

(1)    Annual increase is unadjusted annual percentage change in the Consumer Price Index as published by the U.S. Bureau of Labor Statistics Consumer Price Index as published by the U.S. Bureau of Labor Statistics. Weighted average cap rate assumes 3.0% annual increases.

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Modiv Industrial, Inc.

Real Estate Dispositions

(dollars in thousands)(unaudited)

The following table summarizes our property disposition activity from April 1, 2024 through June 30, 2025.

Tenant and Location						Property Type						Disposition Date						Leasable Area (Square Feet)						Disposition Price						Cap Rate
Lindsay, Canal Fulton, OH (Land parcel) (1)						Industrial						September 2024						—						240						N.A.
Producto, Endicott, NY (2)						Industrial						January 2025						31,262						2,362						7.4		%
																		31,262						$	2,602

(1)    Represents sale of an unutilized land parcel of an operating property, which was sold to the City of Canal Fulton, Ohio as park space.

(2)    In connection with this sale, the lease for our property in Jamestown, New York with another Producto subsidiary was amended to increase the base rent by approximately $2,500 per month.

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Modiv Industrial, Inc.

Top 20 Tenants

(dollars in thousands)(unaudited)

Tenant																		ABR						ABR as a Percentage of Total Portfolio						Leased Area (Square Feet)						Square Feet as a Percentage of Total Portfolio
Lindsay																		$	5,419					14		%				755,281						17		%
KIA of Carson																		4,282						11		%				72,623						2		%
State of CA OES																		2,657						7		%				106,592						2		%
AvAir																		2,436						6		%				162,714						4		%
Valtir																		1,919						5		%				293,612						7		%
3M																		1,915						5		%				410,400						9		%
FUJIFILM Dimatix (72.71% TIC) (1)																		1,786						6		%				91,740						2		%
Taylor Fresh Foods																		1,701						4		%				216,727						5		%
Pacific Bearing																		1,560						4		%				219,287						5		%
Titan																		1,484						4		%				223,082						5		%
Northrop Grumman																		1,339						3		%				107,419						2		%
Vistech																		1,286						3		%				335,525						7		%
SJE																		1,268						3		%				159,680						4		%
SixAxis																		1,211						3		%				213,513						4		%
Husqvarna																		956						2		%				64,637						1		%
Summit Steel																		869						2		%				116,560						3		%
WSP USA																		844						2		%				37,449						1		%
L3 Harris																		839						2		%				46,214						1		%
Arrow-TruLine																		817						2		%				206,155						4		%
Labcorp Early Development Laboratories																		680						2		%				20,800						1		%
Total Top 20 Tenants																		$	35,268					90		%				3,860,010						86		%

(1)    Reflects our approximate 72.71% tenant-in-common interest (“TIC Interest”).

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Modiv Industrial, Inc.

Property Type

(dollars in thousands)(Unaudited)

Property Type						Number of Properties						ABR						ABR as a Percentage of Total Portfolio						Leasable Area (Square Feet)						Square Feet as a Percentage of Total Portfolio
Industrial core, including TIC Interest						39						$	31,662					81		%				4,213,823						93		%
Non-core (1)						4						7,302						19		%				302,442						7		%
Total						43						$	38,964					100		%				4,516,265						100		%

(1)    Non-core properties include the following:

(a)    our non-core acquisition of a leading KIA retail property located in a prime location in Los Angeles County acquired in January 2022, which was structured as an OP Unit transaction resulting in a favorable equity issuance of $32.8 million represented by 1,312,382 Class C OP Units at a cost basis of $25 per share;

(b)    our 12-year lease with OES executed in January 2023 for one of our legacy assets located in Rancho Cordova, California that includes a purchase option which OES may exercise until December 31, 2026. We have received preliminary indications from OES of interest in exercising the option. (We define legacy assets as those that were acquired by different management teams utilizing different investment objectives and underwriting criteria);

(c)    our legacy property leased to Costco located in Issaquah, Washington which offers compelling redevelopment opportunities, following Costco’s lease expiration on July 31, 2025, given its higher density infill location and the fact that the land is zoned to allow for multi-family development. We entered into a purchase and sale agreement for the Costco property with KB Home, a national homebuilder, in January 2024 and the buyer has made $1.7 million of non-refundable deposits as of June 30, 2025; and

(d)    our legacy property leased to Solar Turbines that we expect to sell after we complete a parcel split in order to maximize its value.

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Modiv Industrial, Inc.

Tenant Industry Diversification

(dollars in thousands)(unaudited)

Industry						Number of Properties						ABR						ABR as a Percentage of Total Portfolio						Leasable Area (Square Feet)						Square Feet as a Percentage of Total Portfolio
Infrastructure						17						$	9,449					24		%				1,246,022						28		%
Automotive						3						6,080						16		%				501,233						11		%
Industrial Products						4						5,643						15		%				907,837						20		%
Aerospace/Defense						4						5,035						13		%				346,046						8		%
Government						1						2,657						7		%				106,592						2		%
Technology						2						2,415						6		%				130,240						3		%
Metals						4						2,392						6		%				419,001						9		%
Agriculture/Food Production						2						1,701						4		%				295,584						7		%
Energy						2						1,641						4		%				249,118						6		%
Medical						1						680						2		%				20,800						—		%
Plastics						1						576						1		%				148,012						3		%
Miscellaneous Manufacturing						1						488						1		%				48,589						1		%
Retail						1						207						1		%				97,191						2		%
Total						43						$	38,964					100		%				4,516,265						100		%

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Modiv Industrial, Inc.

Tenant Geographic Diversification

(dollars in thousands)(unaudited)

State						Number of Properties						ABR						ABR as a Percentage of Total Portfolio						Leasable Area (Square Feet)						Square Feet as a Percentage of Total Portfolio
California						8						$	11,875					30		%				439,954						10		%
Ohio						6						4,925						13		%				1,016,742						23		%
Arizona						2						4,136						12		%				379,441						8		%
Illinois						2						3,475						9		%				629,687						14		%
Florida						4						2,854						7		%				282,499						6		%
Pennsylvania						2						2,161						6		%				253,646						6		%
South Carolina						3						2,142						5		%				343,422						8		%
Texas						2						1,721						4		%				255,969						6		%
Minnesota						5						1,694						4		%				377,450						8		%
North Carolina						2						1,592						4		%				134,576						3		%
Colorado						3						879						2		%				98,994						2		%
Utah						1						530						1		%				72,498						2		%
Michigan						1						512						1		%				93,085						2		%
New York						1						261						1		%				41,111						1		%
Washington						1						207						1		%				97,191						1		%
Total						43						$	38,964					100		%				4,516,265						100		%

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Modiv Industrial, Inc.

Lease Expirations

(dollars in thousands)(unaudited)

10 Years and Thereafter Lease Expirations

As of June 30, 2025
Year						Number of Leases Expiring (1)						ABR Expiring						Percentage of ABR Expiring						Cumulative Percentage of ABR Expiring						Leased Area Expiring (Square Feet)(1)						Percentage of Leased Area Expiring (Square Feet )(1)						Cumulative Percentage of Leased Area Expiring (Square Feet)(1)
2025(2)						2						$	363					1		%				1		%				123,227						3		%				3		%
2026						—						—						—		%				1		%				—						—		%				3		%
2027						1						956						2		%				3		%				64,637						1		%				4		%
2028						1						576						2		%				5		%				148,012						3		%				7		%
2029						2						1,469						4		%				9		%				84,714						2		%				9		%
2030						1						680						2		%				11		%				20,800						1		%				10		%
2031						1						1,339						3		%				14		%				107,419						2		%				12		%
2032						2						2,924						8		%				22		%				211,303						5		%				17		%
2033						1						1,701						4		%				26		%				216,727						5		%				22		%
2034						3						5,416						14		%				40		%				554,441						12		%				34		%
Thereafter						28						23,540						60		%				100		%				2,906,128						66		%				100		%
Total						42						$	38,964					100		%										4,437,408						100		%

(1)     Excludes one vacant agriculture/food production property with a leasable area of 78,857 square feet, located in Minnesota.

(2)    Includes (i) our legacy property leased to Costco located in Issaquah, Washington for which we entered into a purchase and sale agreement with KB Home, a national homebuilder, in January 2024 and the buyer has made $1.7 million of non-refundable deposits as of June 30, 2025 and (ii) our legacy property leased to Solar Turbines that we expect to sell after we complete a parcel split in order to maximize its value.

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Modiv Industrial, Inc.

Disclosures Regarding Non-GAAP and Other Metrics

Notice Involving Non-GAAP Financial Measures

In addition to U.S. GAAP financial measures, this supplemental report contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are provided below.

Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”)

In order to provide a more complete understanding of the operating performance of a REIT, the National Association of Real Estate Investment Trusts (“Nareit”) promulgated a measure known as Funds from Operations (“FFO”). FFO is defined as net income or loss computed in accordance with GAAP, excluding gains and losses from sales of depreciable operating property, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated investments, preferred dividends and real estate impairments. Because FFO calculations adjust for such items as depreciation and amortization of real estate assets and gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. It should be noted, however, that other REITs may not define FFO in accordance with the current Nareit definition or may interpret the current Nareit definition differently than we do, making comparisons less meaningful.

Additionally, we use Adjusted Funds from Operations (“AFFO”) as a non-GAAP financial measure to evaluate our operating performance. AFFO excludes non-routine and certain non-cash items such as stock-based compensation, amortization of deferred rent, amortization of below/above market lease intangibles, amortization of deferred financing costs, gain or loss from the extinguishment of debt, unrealized gains (losses) on derivative instruments, amortization of off-market interest rate derivatives and reduction for accrued interest, and write-offs of due diligence expenses for abandoned pursuits. We also believe that AFFO is a recognized measure of sustainable operating performance in the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies. Management believes that AFFO is a beneficial indicator of our ongoing portfolio performance. More specifically, AFFO isolates the financial results of our operations. AFFO, however, is not considered an appropriate measure of historical earnings as it excludes certain significant costs that are otherwise included in reported earnings. Further, since the measure is based on historical financial information, AFFO for the period presented may not be indicative of future results. By providing FFO and AFFO, we present information that assists investors in aligning their analysis with management’s analysis of long-term operating activities.

For all of these reasons, we believe the non-GAAP measures of FFO and AFFO, in addition to income or loss from operations, net income or loss and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful to investors in evaluating the performance of our real estate portfolio. AFFO is useful in assisting management and investors in assessing our ongoing ability to generate cash flow from operations and continue as a going concern in future operating periods. However, a material limitation associated with FFO and AFFO is that they are not indicative of our cash available to fund distributions since other uses of cash, such as capital expenditures at our properties and principal payments of debt, are not deducted when calculating FFO and AFFO. Therefore, FFO and AFFO should not be viewed as a more prominent measure of performance than income or loss from operations, net income (loss) or cash flows from operating activities and each should be reviewed in connection with GAAP measurements.

Neither the SEC, Nareit, nor any other applicable body has opined on the acceptability of the adjustments contemplated to adjust FFO in order to calculate AFFO and its use as a non-GAAP performance measure. In the future, the SEC or Nareit may decide to standardize the allowable exclusions across the REIT industry, and we may have to adjust the calculation and characterization of this non-GAAP measure.

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Adjusted EBITDA

We define Adjusted EBITDA as GAAP net income or loss adjusted to exclude depreciation and amortization, gains or losses from the sales of depreciable property, extraordinary items, provisions for impairment on investment in real estate and goodwill and intangibles, interest expense and non-cash items such as non-cash compensation expenses and write-offs of due diligence costs for abandoned pursuits We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. EBITDA is not a measure of financial performance under GAAP, and our EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA as an alternative to net income or cash flows from operating activities determined in accordance with GAAP.

Net Debt

We define Net Debt as gross debt less cash and cash equivalents and restricted cash.

Leverage Ratio

We define our “leverage ratio” as total debt as a percentage of the aggregate fair value of our real estate properties, including our proportionate interest in real estate owned by unconsolidated entities, plus our cash and cash equivalents.

Annualized Base Rent (“ABR”)

ABR represents contractual annual base rent for the next 12 months.

Initial Cap Rate

We define “initial cap rate” for property acquisitions as the initial annual cash rent divided by the purchase price of the property.

Weighted Average Cap Rate

We define “weighted average cap rate” for property acquisitions as the average annual cash rent including rent escalations over the lease term, divided by the purchase price of the property.

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