MDV 10-Q
Modiv Industrial, Inc. (MDV)
10-Q
2026-08-11
For: 2026-06-30
View Original
Added on
August 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-40814
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
| None | ||
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of August 6, 2026, there were 10,323,670 outstanding shares of the Registrant’s Class C common stock.
TABLE OF CONTENTS
FORM 10-Q
INDEX
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
3
MODIV INDUSTRIAL, INC.
Condensed Consolidated Balance Sheets
(in thousands, except shares and per share data)
(unaudited)
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Real estate investments: | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings and improvements | ||||||||||||||
| Tenant origination and absorption costs | ||||||||||||||
| Total investments in real estate property | ||||||||||||||
| Accumulated depreciation and amortization | ( | ( | ||||||||||||
| Total real estate investments, net, excluding unconsolidated investment in real estate property and real estate investments held for sale, net | ||||||||||||||
| Unconsolidated investment in a real estate property | ||||||||||||||
| Total real estate investments, net, excluding real estate investments held for sale, net | ||||||||||||||
| Real estate investments held for sale, net | ||||||||||||||
| Total real estate investments, net | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Tenant deferred rent and other receivables | ||||||||||||||
| Above-market lease intangibles, net | ||||||||||||||
| Prepaid expenses and other assets | ||||||||||||||
| Interest rate swap derivatives | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Mortgage notes payable, net | $ | $ | ||||||||||||
| Credit facility term loan, net | ||||||||||||||
| Accounts payable, accrued and other liabilities | ||||||||||||||
| Distributions payable | ||||||||||||||
| Below-market lease intangibles, net | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 10) | ||||||||||||||
Class C common stock, $ | ||||||||||||||
| Additional paid-in-capital | ||||||||||||||
Treasury stock, at cost, | ( | ( | ||||||||||||
| Cumulative distributions and net losses | ( | ( | ||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Total Modiv Industrial, Inc. equity | ||||||||||||||
| Noncontrolling interests in the Operating Partnership | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
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, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Rental | $ | $ | $ | $ | ||||||||||||||||||||||
| Other property | ||||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Stock compensation | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Property | ||||||||||||||||||||||||||
| Merger | ||||||||||||||||||||||||||
| Impairment of real estate investment property | ||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
| Gain on sale of real estate investments, net | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest and other income | ||||||||||||||||||||||||||
| Income from unconsolidated investment in a real estate property | ||||||||||||||||||||||||||
| Interest expense, net of unrealized gain on interest rate swaps and derivative settlements | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss on other investments | ( | ( | ||||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests in Operating Partnership | ( | ( | ||||||||||||||||||||||||
| Net income (loss) attributable to Modiv Industrial, Inc. | ( | ( | ||||||||||||||||||||||||
| Preferred stock dividends | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Income (loss) per share attributable to common stockholders: | ||||||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Income (loss) per share attributable to common stockholders and noncontrolling interests: | ||||||||||||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Weighted-average number of common shares outstanding | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Distributions declared per common share | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
MODIV INDUSTRIAL, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss): cash flow hedge adjustments | ||||||||||||||||||||||||||
| Amortization of unrealized holding gain on interest rate swap | ( | ( | ( | ( | ||||||||||||||||||||||
| Unrealized loss on interest rate derivatives | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of off-market interest rate derivatives | ||||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||
| Comprehensive (income) loss attributable to noncontrolling interest in Operating Partnership | ( | ( | ||||||||||||||||||||||||
| Comprehensive income (loss) attributable to Modiv Industrial, Inc. | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
MODIV INDUSTRIAL, INC.
Consolidated Statements of Equity
For the Three Months Ended June 30, 2026 and 2025
(in thousands, except share data)
(unaudited)
Class C Common Stock (“CS”) | Additional Paid-in Capital | Cumulative Distributions and Net Losses | Accumulated Other Comprehensive Income (Loss) | Total Modiv Industrial, Inc. Equity | Noncontrolling Interest in the Operating Partnership | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OP Units compensation expense | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred stock | ( | — | — | — | ( | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared, preferred stock | — | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions declared, CS and non-controlling interests | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to noncontrolling interests | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C CS | Additional Paid-in Capital | Cumulative Distributions and Net Losses | Accumulated Other Comprehensive Income (Loss) | Total Modiv Industrial, Inc. Equity | Noncontrolling Interest in the Operating Partnership | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - distribution reinvestments | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ATM offering of common stock, net | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OP Units compensation expense | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred stock | ( | — | — | — | ( | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared, preferred stock | — | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions declared, CS and non-controlling interests | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
MODIV INDUSTRIAL, INC.
Consolidated Statements of Equity
For the Six Months Ended June 30, 2026 and 2025
(in thousands, except share data)
(unaudited)
Class C Common Stock (“CS”) | Additional Paid-in Capital | Cumulative Distributions and Net Losses | Accumulated Other Comprehensive Income (Loss) | Total Modiv Industrial, Inc. Equity | Noncontrolling Interest in the Operating Partnership | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - distribution reinvestments | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OP Units compensation expense | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred stock | ( | — | — | — | ( | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared, preferred stock | — | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions declared, CS and non-controlling interests | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to noncontrolling interests | — | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C CS | Additional Paid-in Capital | Cumulative Distributions and Net Losses | Accumulated Other Comprehensive Income (Loss) | Total Modiv Industrial, Inc. Equity | Noncontrolling Interest in the Operating Partnership | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - distribution reinvestments | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ATM offering of common stock, net | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OP Units compensation expense | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred stock | ( | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C OP Units for property acquisition | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared, preferred stock | — | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions declared, CS and non-controlling interests | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to noncontrolling interests | — | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
8
MODIV INDUSTRIAL, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock compensation expense | ||||||||||||||
| Amortization of deferred rents | ( | ( | ||||||||||||
| Amortization of deferred financing costs and fair value adjustment of assumed mortgage note payable | ||||||||||||||
| Amortization of (below) above market lease intangibles, net | ( | ( | ||||||||||||
| Impairment of real estate investment property | ||||||||||||||
| Loss on other investments | ||||||||||||||
| Gain on sale of real estate investments, net | ( | ( | ||||||||||||
| Amortization of unrealized holding gain and unrealized gain on non-designated or ineffective interest rate derivative instruments | ( | ( | ||||||||||||
| Adjustment for receipts from off-market interest rate derivatives | ( | ( | ||||||||||||
| Amortization of off-market interest rate derivatives | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Income from unconsolidated investment in a real estate property | ( | ( | ||||||||||||
| Distributions from unconsolidated investment in a real estate property | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Decrease in tenant rent and other receivables | ||||||||||||||
| Decrease in prepaid expenses and other assets | ||||||||||||||
| Increase (decrease) in accounts payable, accrued and other liabilities | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||
| Acquisitions of real estate investments | ( | ( | ||||||||||||
| Improvements to existing real estate investments and other assets | ( | ( | ||||||||||||
| Net proceeds from sale of real estate investments | ||||||||||||||
| Purchase deposits applied | ||||||||||||||
| Investments in off-market interest rate derivatives | ( | ( | ||||||||||||
| Receipts from off-market interest rate derivatives | ||||||||||||||
| Net cash provided by investing activities | ||||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||
| Borrowings from credit facility revolver | ||||||||||||||
| Repayments of credit facility revolver, net | ( | |||||||||||||
| Principal payments on mortgage notes payable | ( | ( | ||||||||||||
| Payments of Credit Facility amendment and deferred financing costs | ( | ( | ||||||||||||
| Proceeds from offering of common stock, net | ||||||||||||||
| Repurchases of preferred stock | ( | ( | ||||||||||||
| Dividends paid to preferred stockholders | ( | ( | ||||||||||||
| Distributions paid to common stockholders and non-controlling interest holders | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
9
MODIV INDUSTRIAL, INC.
Condensed Consolidated Statements of Cash Flows - (Continued)
(in thousands)
(unaudited)
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||||
| Cash paid for interest | $ | $ | ||||||||||||
| Supplemental Schedule of Noncash Investing and Financing Activities: | ||||||||||||||
| Change in accrued capital expenditures | $ | $ | ||||||||||||
| Mortgage note assumed in acquisition of real estate investments, net of fair value adjustment | $ | $ | ||||||||||||
| Issuance of Class C OP Units in the acquisition of a real estate investment | $ | $ | ||||||||||||
| Reinvested distributions from common stockholders | $ | $ | ||||||||||||
| Accrued distributions | $ | $ | ( | |||||||||||
See accompanying notes to condensed consolidated financial statements.
10
MODIV INDUSTRIAL, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1. BUSINESS AND ORGANIZATION
Modiv Industrial, Inc. (the “Company”) was incorporated on May 15, 2015 as a Maryland corporation. The Company changed its name from Modiv Inc. to Modiv Industrial, Inc., effective August 11, 2023, upon achieving 70 % (expressed as a percentage of annual base rent (“ABR”)) of industrial properties in its portfolio. The Company has the authority to issue 450.0 million shares of stock, consisting of 50.0 million shares of preferred stock, $0.001 par value per share, of which 1.7 million shares are designated as 7.375 % Series A cumulative redeemable perpetual preferred stock (“Series A Preferred Stock”), 300.0 million shares of Class C common stock (“Class C Common Stock”), $0.001 par value per share, and 100.0 million shares of Class S common stock, $0.001 par value per share. The Company’s Series A Preferred Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol MDV.PA and has been trading since September 17, 2021. The Company’s Class C Common Stock is listed on the NYSE under the symbol “MDV” and has been trading since February 11, 2022.
The Company holds its investments in real property primarily through special purpose limited liability companies which are wholly-owned subsidiaries of Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”). The Operating Partnership was formed on January 28, 2016. The Company is the sole general partner of, and owned an approximate 81
As of June 30, 2026, the Company’s portfolio of approximately 4.2 million square feet of aggregate leasable space consisted of investments in 40 real estate properties, comprised of 37 industrial properties, which represent approximately 82 % of the portfolio (expressed as a percentage of ABR) as of June 30, 2026, and three non-core properties, which represent approximately 18 % of the portfolio by ABR.
Agreement and Plan of Merger with Global Net Lease, Inc.
On May 3, 2026, the Company and the Operating Partnership (together, the “Company Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Net Lease, Inc. (“GNL”), GNL Motion Merger Sub, LLC (“GNL Merger Sub”), Global Net Lease Operating Partnership, L.P. (the “GNL Operating Partnership”) and GNL Motion OpCo Merger Sub, LLC (“Opco Merger Sub” and, together with GNL, GNL Merger Sub and the GNL Operating Partnership, the “GNL Parties”).
Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Company will merge with and into GNL Merger Sub with GNL Merger Sub being the surviving entity (such merger transaction, the “Company Merger”) at the effective time of the Company Merger (the “Company Merger Effective Time”). Contemporaneously therewith or immediately following the Company Merger, OpCo Merger Sub will merge with and into the Operating Partnership with the Operating Partnership being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Company Merger, the “Merger”) at the effective time of the OpCo Merger (the “OpCo Merger Effective Time”).
At the Company Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, (i) each share of Class C Common Stock will be converted into the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (the “GNL Common Stock”), without interest, plus the right to receive cash in lieu of any fractional shares of GNL Common Stock, if any, without interest (the “Common Stock Merger Consideration”), and (ii) each share of Series A Preferred Stock will be converted into the right to receive an amount in cash equal to $25.00 , plus any accrued and unpaid dividends thereon, if any, to but not including, the Closing Date (the “Preferred Stock Merger Consideration” and, together with the Common Stock Merger Consideration, the “Merger Consideration”). Immediately prior to the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding Class X OP Unit will immediately vest in full and be converted into one Class C OP Unit. At the OpCo Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, each outstanding Class C OP Unit will be converted into the right to receive 1.975 units of limited partnership interest in the GNL Operating Partnership designated as OP Units (as defined in the agreement of limited partnership of GNL Operating Partnership, “GNL OP Units”), plus the right to receive cash in lieu of any fractional GNL OP Units, if any, without interest. Following the Company Merger Effective Time, the Class C Common Stock and Series A Preferred Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended.
11
The Merger Agreement contains customary representations, warranties and covenants made by the Company Parties and the GNL Parties, including, among others, covenants of each of the Company Parties and the GNL Parties regarding the conduct of their respective businesses during the pendency of the transactions contemplated by the Merger Agreement and other matters.
Additional information regarding the Merger included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on June 24, 2026.
On August 10, 2026, the Company held a special meeting of its stockholders, at which the Company’s stockholders approved the Merger and the other transactions contemplated by the Merger Agreement.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
All adjustments that are of a normal recurring nature and are in the opinion of management necessary for a fair statement of the results for the periods reported have been included in the accompanying unaudited condensed consolidated financial statements. Amounts as of December 31, 2025 included in the unaudited condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”) filed with the SEC on March 25, 2026. Please see the Company’s Annual Report for significant accounting policies as the significant accounting policies are consistent with those described in the Annual Report.
Segments
The Company owns and manages single-tenant long-term net-lease properties located in the United States. The Company’s real estate properties exhibit similar long-term financial performance and have similar economic characteristics to each other and are managed as one unit by a common management team. The Company aggregates its investments in real estate into one reportable segment and manages the business activities on a consolidated basis.
The Company’s chief operating decision maker (the “CODM”) is the chief executive officer, who assesses the Company’s performance and decides how to allocate resources based on net income (loss), which is reported on the accompanying statements of operations. The CODM uses net income (loss) in deciding whether to use profits for acquisitions, further investment in owned properties, repay debt, repurchase preferred shares, or change the monthly distribution rate. Net income or loss is also used to monitor budget versus actual results. The CODM reviews the consolidated expenses, which are reported on the face of the condensed consolidated statements of operations and include general and administrative expenses, property expenses, depreciation and amortization, any impairment loss and interest expense. Additionally, the measure of segment assets is reported on the condensed consolidated balance sheets as total assets, including long-lived real estate assets which include land, buildings, and improvements subject to operating leases.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the statement of income. The amendment does not change the timing or amount of expense recognized, rather it is intended to provide incremental information about the components of an entity’s expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related notes thereto.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements ("ASU 2025-11"). ASU 2025-11 clarifies required form and content of interim financial statements and notes and requires entities issuing condensed financial statements to disclose certain events occurring since the end of the most recent fiscal year that have a material impact on the entity and is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related notes thereto.
12
NOTE 3. REAL ESTATE INVESTMENTS
As of June 30, 2026, the Company’s real estate net investment portfolio of $435.8 million consisted of 40 operating properties located in 14 states.
Acquisitions
On January 16, 2026, the Company acquired the 27.3 % remaining tenant-in-common (“TIC”) interests in the Santa Clara, California property leased to Fujifilm Dimatix, Inc.(the “Santa Clara Property”) for $9.6 million and assumed the $12.0 million mortgage note payable secured by the Santa Clara Property, giving the Company 100 % ownership and control of the Santa Clara Property. The Company allocated the total acquisition cost, including legal fees and transaction costs and the carrying amount of the Company’s unconsolidated investment, of $9.4 million, as follows: $12.5 million to land, $16.8 million to buildings and improvements, $1.4 million to tenant origination and absorption costs, $0.1 million to other assets, net, and $11.8 million to mortgage notes payable.
Following this transaction, the Company holds a 100 % interest in the Santa Clara Property and, accordingly, consolidates the Santa Clara Property’s financial results in its financial statements. Prior to January 16, 2026, the Company owned an approximate 72.7 % TIC interest in the Santa Clara Property and as the Santa Clara property was subject to joint control, the Company accounted for its TIC interest using the equity method.
On March 7, 2025, the Company acquired an industrial property for $6.1 million, consisting of $0.3 million in cash and 344,119 Class C OP Units valued at $5.9 million, based on an estimated fair value of $17.00 per Class C OP Unit. The property with a leasable area of 48,589 square feet is located in the Jacksonville, Florida metropolitan statistical area and is subject to an existing lease that expires on December 31, 2032, with annual rent escalations based on the consumer price index. The property contains an adjacent land parcel that has the potential to be developed into additional industrial space. The total acquisition cost, including legal fees and transaction costs, was $6.2 million and was allocated as follows: $1.0 million to land, $4.8 million to buildings and improvements, $0.4 million to tenant origination and absorption costs, and an immaterial amount to below-market lease intangibles. The seller is not affiliated with the Company or its affiliates.
Dispositions
On May 21, 2026, the Company completed the sale of its industrial property in Melbourne, Florida leased to Northrop Grumman for $18.7 million. The gain on sale was $7.5 million and net proceeds from sale were $18.2 million.
On March 30, 2026, the Company completed the sale of its vacant industrial property located in Saint Paul, Minnesota for $4.1 million. The net proceeds from sale were $3.9 million, including a $0.3 million deposit received during the year ended December 31, 2025.
On February 26, 2025, the Company completed the sale of its industrial property located in Endicott, New York, leased to New Vision Industries, LLC, a subsidiary of Producto Holdings LLC (“Producto”), for a sales price of $2.4 million to an affiliate of the lessee. The gain on sale was $0.1 million and the net proceeds from sale were $2.3 million. In connection with this sale, the lease for the Company’s property in Jamestown, New York with another Producto subsidiary was amended to increase the base rent by $2,500 per month.
Asset Concentration
As of June 30, 2026 and December 31, 2025, the Company’s real estate portfolio asset concentration (greater than 10% of total assets) was as follows (dollars in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Property and Location | Net Carrying Value | Percentage of Total Assets | Net Carrying Value | Percentage of Total Assets | ||||||||||||||||||||||
| KIA retail property, Carson, CA | $ | % | $ | % | ||||||||||||||||||||||
13
Rental Income Concentration
During the three and six months ended June 30, 2026 and 2025, the Company’s rental income concentration (greater than 10% of rental income) was as follows (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Property and Location | Rental Revenue | Percentage of Total Rental Revenue | Rental Revenue | Percentage of Total Rental Revenue | Rental Income | Percentage of Total Rental Income | Rental Income | Percentage of Total Rental Income | ||||||||||||||||||||||||||||||||||||||||||
Lindsay, | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| KIA retail property - CA | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
Operating Leases
The Company’s real estate properties are primarily leased to tenants under net leases for which terms and expirations vary. The Company monitors the credit of all tenants to stay abreast of any material changes in credit quality. The Company monitors tenant credit by (1) reviewing the credit ratings of tenants (or their parent companies or lease guarantors) that are rated by nationally recognized rating agencies; (2) reviewing financial statements and related metrics and information that are publicly available or that are required to be provided pursuant to the lease; (3) monitoring news reports and press releases regarding the tenants (or their parent companies or lease guarantors), and their underlying business and industry; and (4) monitoring the timeliness of rent collections. Except for the property leased to the State of California’s Office of Emergency Services (“OES”) in Rancho Cordova, California, all of the Company’s operating leases contain options to extend the lease term with one to six - or seven-year extensions or one to two 10-year extensions. The lease with OES includes a purchase option that may be exercised until December 31, 2026.
As of June 30, 2026, the future minimum contractual rent payments due to the Company under the Company’s non-cancellable operating leases are as follows (in thousands):
| Amount | ||||||||
| July through December 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| $ | ||||||||
14
Intangible Assets, Net Related to the Company’s Real Estate
As of June 30, 2026 and December 31, 2025, intangible assets, net related to the Company’s real estate, excluding any intangible assets, net related to properties classified as held for sale, were as follows (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Tenant Origination and Absorption Costs | Above-Market Lease Intangibles | Below-Market Lease Intangibles | Tenant Origination and Absorption Costs | Above-Market Lease Intangibles | Below-Market Lease Intangibles | ||||||||||||||||||||||||||||||
| Cost | $ | $ | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||
| Accumulated amortization | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net amount | $ | $ | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||
Amortization of tenant origination and absorption costs for each of the three months ended June 30, 2026 and 2025 was $0.2 0.3 0.1 0.2 0.5
As of June 30, 2026, amortization of intangible assets for each of the next five years and thereafter is expected to be as follows (dollars in thousands):
| Tenant Origination and Absorption Costs | Above-Market Lease Intangibles | Below-Market Lease Intangibles | ||||||||||||||||||
| July through December 2026 | $ | $ | $ | ( | ||||||||||||||||
| 2027 | ( | |||||||||||||||||||
| 2028 | ( | |||||||||||||||||||
| 2029 | ( | |||||||||||||||||||
| 2030 | ( | |||||||||||||||||||
| Thereafter | ( | |||||||||||||||||||
| $ | $ | $ | ( | |||||||||||||||||
| Weighted-average remaining amortization period | ||||||||||||||||||||
Real Estate Investments Held for Sale
As of June 30, 2026, the Company classified no properties as held for sale. As of December 31, 2025, the Company classified its vacant industrial property located in Saint Paul, Minnesota as held for sale. The property was sold on March 30, 2026. The following table summarizes the major components of assets and liabilities related to real estate investments held for sale as of December 31, 2025 (in thousands):
| December 31, 2025 | ||||||||
| Assets related to real estate investments held for sale: | ||||||||
| Land, buildings and improvements | $ | |||||||
| Accumulated depreciation and amortization | ( | |||||||
| Real estate investments held for sale, net | ||||||||
15
NOTE 4. OTHER BALANCE SHEET DETAILS
Tenant Deferred Rent and Other Receivables
As of June 30, 2026 and December 31, 2025, tenant deferred rent and other receivables consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Straight-line rent | $ | $ | ||||||||||||
| Tenant rent and reimbursements | ||||||||||||||
| Total | $ | $ | ||||||||||||
Prepaid Expenses and Other Assets
As of June 30, 2026 and December 31, 2025, prepaid expenses and other assets were comprised of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||
Prepaid expenses | $ | $ | ||||||||||||
| Purchase deposits | ||||||||||||||
Other assets | ||||||||||||||
Deferred financing cost on credit facility revolver | ||||||||||||||
Total | $ | $ | ||||||||||||
Accounts Payable, Accrued and Other Liabilities
As of June 30, 2026 and December 31, 2025, accounts payable, accrued and other liabilities were comprised of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Accrued interest payable | ||||||||||||||
| Unearned rent | ||||||||||||||
| Security deposits | ||||||||||||||
| Sale deposits | ||||||||||||||
| Lease incentive obligation | ||||||||||||||
| Total | $ | $ | ||||||||||||
16
NOTE 5. DEBT
Mortgage Notes Payable, Net
As of June 30, 2026 and December 31, 2025, the Company’s mortgage notes payable consisted of the following (dollars in thousands):
| Collateral | June 30, 2026 | December 31, 2025 | Interest Rate (1) | Loan Maturity | ||||||||||||||||||||||
| Taylor Fresh Foods property | $ | $ | 11/01/2029 | |||||||||||||||||||||||
Santa Clara Property (2) | 10/01/2027 | |||||||||||||||||||||||||
| Total mortgage notes payable | ||||||||||||||||||||||||||
| Unamortized fair value adjustment of assumed mortgage note payable | ( | |||||||||||||||||||||||||
| Unamortized deferred financing costs | ( | ( | ||||||||||||||||||||||||
| Mortgage notes payable, net | $ | $ | ||||||||||||||||||||||||
(1)Represents the contractual interest rate in effect under the respective mortgage note payable.
The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable, net, which are Level 3 fair value measurements, reflecting unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, as of June 30, 2026 and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Face Value | Carrying Value | Fair Value | Face Value | Carrying Value | Fair Value | |||||||||||||||||||||||||||||||||
| Mortgage notes payable, net | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Disclosures of the fair values of financial instruments are based on pertinent information available to the Company as of the period end and require a significant amount of judgment. The actual value could be materially different from the Company’s estimate of value.
Credit Facility, Net
The Company’s Operating Partnership entered into an agreement for a line of credit (the “Credit Agreement”) on January 18, 2022. The Credit Agreement currently provides a $280.0 million line of credit comprised of a $30.0 million revolving line of credit (the “Revolver”), and a $250.0 million term loan (the “Term Loan” and together with the Revolver, the “Credit Facility”) with KeyBank and the other lending institutions party thereto (collectively, the “Lenders”), including KeyBank as Agent for the Lenders (in such capacity, the “Agent”). The Credit Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness, and capital expenditures.
On January 16, 2026, the Company entered into an agreement with the Lenders to amend the Credit Agreement to (i) extend the maturity date of the credit facility for eighteen months to July 18, 2028, (ii) remove the 10 basis point secured overnight financing rate (“SOFR”) Adjustment and (iii) allow repurchases of shares of the Preferred Stock, by amending certain distribution covenants so long as such repurchases are funded by proceeds from the issuance of preferred or common stock or asset sales, in each case, occurring within the trailing twelve month period of such repurchase.
There was no outstanding balance on the Revolver at June 30, 2026 or December 31, 2025. During the six months ended June 30, 2026, the Company borrowed and repaid $2.0 million. The Credit Facility is priced on a leverage-based grid that fluctuates based on the Company’s actual leverage ratio at the end of the prior quarter. The Company also pays an annual unused fee of up to 25 basis points on the Revolver, depending on the daily amount of the unused commitment.
17
On January 16, 2026, the Company entered into three new swap agreements, effective December 31, 2025, for $83.3 250.0 million, corresponding to the Term Loan, which fixed SOFR for the year ending December 31, 2026 at 2.45 %, resulting in a fixed interest rate of 4.15 % based on the Company’s current leverage ratio. The Company paid aggregate premiums of $2.7 million, including accrued interest receivable, to buy down the fixed rate below the prevailing market rate. The Company designated the three pay-fixed, receive-floating interest rate swaps as cash flow hedges (see Note 6 for more details). The floating interest rate was 5.3250 % on the Term Loan as of June 30, 2026.
The Credit Facility includes customary representations, warranties and covenants. The Credit Facility is secured by a pledge of all of the Operating Partnership’s equity interests in certain of the single-purpose, property-owning entities (the “Subsidiary Guarantors”) that are indirectly owned by the Company, and various cash collateral owned by the Operating Partnership and the Subsidiary Guarantors. In connection with the Credit Facility, the Company and each of the Subsidiary Guarantors entered into an Unconditional Guaranty of Payment and Performance in favor of the Agent, pursuant to which the Company and each of the Subsidiary Guarantors agreed to guarantee the full and prompt payment of the Operating Partnership’s obligations under the Credit Agreement.
Compliance with All Debt Agreements
Pursuant to the terms of mortgage notes payable on certain of the Company’s properties and the Credit Facility, the Company and/or the subsidiary borrowers are subject to certain financial loan covenants. The Company and/or the subsidiary borrowers were in compliance with such financial loan covenants as of June 30, 2026.
Future Principal Payments
The following summarizes the future principal repayments of the Company’s mortgage notes payable and Credit Facility as of June 30, 2026 (in thousands):
| Credit Facility | ||||||||||||||||||||||||||
| Mortgage Notes Payable | Revolver | Term Loan | Total | |||||||||||||||||||||||
| July through December 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total principal | ||||||||||||||||||||||||||
| Fair value adjustment of assumed mortgage note, net | ( | ( | ||||||||||||||||||||||||
| Deferred financing costs, net | ( | ( | ( | |||||||||||||||||||||||
| Net | $ | $ | $ | $ | ||||||||||||||||||||||
18
Interest Expense, Including Unrealized Gain or Loss on Interest Rate Swaps and Net of Derivative Settlements
The following is a reconciliation of the components of interest expense, net of derivative settlements and unrealized loss (gain) on interest rate swaps for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Mortgage notes payable: | |||||||||||||||||||||||||||||
| Interest expense | $ | $ | $ | $ | |||||||||||||||||||||||||
| Amortization of deferred financing costs and fair value adjustment of assumed mortgage note payable | |||||||||||||||||||||||||||||
| Credit facility: | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Unused commitment fees | |||||||||||||||||||||||||||||
| Amortization of deferred financing costs | |||||||||||||||||||||||||||||
| Swap derivatives: | |||||||||||||||||||||||||||||
| Derivative cash settlements | ( | (1) | ( | (3) | ( | (1) | ( | (3) | |||||||||||||||||||||
| Amortization of off-market interest rate derivatives | (1) | (3) | (1) | (3) | |||||||||||||||||||||||||
| Accrued interest from swap effective date to swap execution date | (1) | (3) | |||||||||||||||||||||||||||
| Amortization of unrealized gain on interest rate swap valuation | ( | (2) | ( | (2) | ( | (2) | ( | (2) | |||||||||||||||||||||
| Loss on extinguishment of debt | (4) | ||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Total interest expense, net of unrealized gain on interest rate swaps and derivative settlements | $ | $ | $ | $ | |||||||||||||||||||||||||
(1)Related to the three swap agreements effective December 31, 2025, for $83.3 250.0 million, corresponding to the Term Loan, as described in Note 6. The Company paid aggregate premiums of $2.7 million, including accrued interest receivable of $0.1 million, to buy down the fixed rate below the market rate, and the resulting derivatives are amortized over the term of the swap agreements.
(2)The unrealized gain on interest rate swap derivative previously recorded in accumulated other comprehensive income and noncontrolling interest in Operating Partnership is being amortized on a straight-line basis as a reduction to interest expense through the original maturity date of the Credit Facility, January 18, 2027.
(3)Related to the two swap agreements effective December 31, 2024, for $125.0 250.0 million, corresponding to the Term Loan. 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, and the resulting derivatives were amortized over the term of the swap agreements.
(4)As the Credit Agreement is a loan syndication, the Company evaluated the January 16, 2026 amendment on a creditor-by-creditor basis and determined certain creditor commitments were considered extinguishments of debt. As such, this balance includes the write-off of any related unamortized deferred costs, fees paid to these creditors, and a portion of costs incurred with third parties directly allocated to commitments that were considered extinguishments of debt.
NOTE 6. INTEREST RATE SWAP DERIVATIVES
On January 16, 2026, the Company entered into three new swap agreements, effective December 31, 2025, for $83.3 250.0 million, corresponding to the Term Loan, which will fix SOFR for the year ending December 31, 2026 at 2.45 %, resulting in a fixed interest rate of 4.15 % based on the Company’s current leverage ratio. The fixed rate increases if the Company’s leverage ratio increases above 50 %. The Company paid aggregate premiums of $2.7 million, including accrued interest receivable of $0.1 million, to buy down the fixed rate below the prevailing market rate. The Company designated the three pay-fixed, receive-floating interest rate swaps as cash flow hedges and therefore the change in fair value of $0.8 million from the swap execution dates to June 30, 2026 was recorded as accumulated other comprehensive income in the Company's condensed consolidated balance sheet as of June 30, 2026.
19
The following table summarizes the notional amount and other information related to the Company’s derivative instruments as of June 30, 2026 (dollars in thousands). There were no derivative instruments as of December 31, 2025.
| Interest Rate Derivative Instruments | Number of Instruments | Notional Amount | Reference Rate | Weighted Average Fixed Pay Rate | Weighted Average Remaining Term | |||||||||||||||||||||||||||
| Interest Rate Swap | $ | USD - SOFR | % | |||||||||||||||||||||||||||||
The following table sets forth the fair value of the Company’s derivative instruments under Level 2 measurement, as well as their classification in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 (dollars in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Derivative Instruments | Balance Sheet Location | Number of Instruments | Fair Value | Number of Instruments | Fair Value | ||||||||||||||||||||||||||||||
| Interest Rate Swap | Asset - Interest rate swap derivatives, at fair value | $ | $ | ||||||||||||||||||||||||||||||||
The following is a reconciliation of the premium paid for the three swaps on January 16, 2026 to the derivative balance as of June 30, 2026 (in thousands):
| Premiums paid for off-market interest rate derivatives | $ | |||||||
| Less: accrued interest from swap effective date to swap execution date | ( | |||||||
| Investments in off-market interest rate derivatives, net of accrued interest | ||||||||
| Change in fair value | ( | |||||||
| Interest rate swap derivatives | $ | |||||||
The Company, through its Operating Partnership, entered into a five-year swap agreement in May 2022 to fix SOFR related to the variable interest rate on its original $150.0 million Term Loan. The Company designated the pay-fixed, receive-floating interest rate swap as a cash flow hedge. The derivative instrument failed to qualify as a cash flow hedge during the year ended December 31, 2023. Due to the $150.0 million derivative instrument’s failure to qualify as a cash flow hedge, the unrealized gain on interest rate swap derivative of $4.1 million as of December 31, 2022 is being amortized on a straight-line basis as a reduction to interest expense through the original maturity date of the Credit Facility, January 18, 2027. There is no income tax expense resulting from this amortization.
As of June 30, 2026, the Company’s unamortized unrealized gain on interest rate swap derivative in accumulated other comprehensive income and noncontrolling interest in operating partnership in the Company’s condensed consolidated balance sheet amounted to $0.6 million, which will be reclassified from accumulated other comprehensive income and noncontrolling interest in operating partnership as a reduction to interest expense in the Company’s accompanying condensed consolidated statements of operations over the next seven months.
NOTE 7. PREFERRED STOCK AND COMMON STOCK
Preferred Stock
The Company is authorized to issue up to $50.0 million shares of preferred stock. In connection with an underwritten public offering in September 2021 (discussed below in detail), the Company issued 2.0 million shares of its Series A Preferred Stock. As of both June 30, 2026 and December 31, 2025, 1.7
Series A Preferred Stock - Terms
Holders of Series A Preferred Stock are entitled to cumulative dividends in the amount of $1.84375 per share each year, which is equivalent to the rate of 7.375 25
20
the articles supplementary governing the terms of the Series A Preferred Stock (the “Articles Supplementary”), the Series A Preferred Stock is not redeemable prior to September 17, 2026.
On and after September 17, 2026, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole or in part, at the Company’s option, at a cash redemption price of $25 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the Articles Supplementary), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole or in part, (i) after the first date on which the Delisting Event occurred or (ii) on, or within 120 days after, the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25
Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Company has elected to exercise its redemption right, holders of the Series A Preferred Stock will have certain rights to convert the Series A Preferred Stock into shares of the Company’s Class C Common Stock. In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00 % per annum to the rate of 9.375 % of the $25 2.34 per share each year) from and after the date of the Delisting Event. Following the cure of such Delisting Event, the dividend rate will revert to the rate of 7.375 25
The Series A Preferred Stock ranks senior to the Company’s Class C Common Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.
Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the Company’s board of directors (the “Board”) if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.
Series A Preferred Stock Dividends
Dividends on the Company’s Series A Preferred Stock accrue in an amount equal to $1.84375 per share each year ($0.460938 per share per quarter) to holders of Series A Preferred Stock, which is equivalent to 7.375 25
On March 17, 2026, the Board authorized and the Company declared Series A Preferred Stock dividends payable of $0.8 million for the first quarter of 2026, which were paid on April 15, 2026. On May 7, 2026, the Board authorized and the Company declared Series A Preferred Stock dividends payable of $0.8 million for the second quarter of 2026, which were paid on July 15, 2026.
Preferred Stock Repurchase Program
On March 4, 2025, the Board authorized the Company to repurchase shares of its Series A Preferred Stock up to an aggregate amount not to exceed the aggregate amount of proceeds from sales of the Company’s Class C Common Stock during the trailing twelve month period (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through open market purchases, block purchases, privately negotiated transactions or other methods of acquiring shares permitted by applicable law, and the amount and timing of any repurchases will be dependent on various factors, including market conditions and corporate and regulatory considerations. Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act. The Repurchase Program was scheduled to expire on December 31, 2026, and it may be suspended or discontinued at any time. On January 16, 2026, the Board approved an amendment to the Repurchase Program to (1) extend the expiration date of the Repurchase Program from December 31, 2026 to December 31, 2027 and (2) set the maximum amount of shares of Series A Preferred Stock that may be repurchased under the Repurchase Program at $49.6 million, including shares of Series A Preferred Stock that had been repurchased as of January 16, 2026.
21
From March 4, 2025 through June 30, 2026, the Company repurchased a total of 322,412 shares of its Series A Preferred Stock, representing 16.1 % of shares issued, for a total of $7.7 million at an average cost of $23.91 per share.
Common Stock Distributions
Aggregate distributions declared per share of Class C Common Stock were $0.3000 and $0.2925 for the three months ended June 30, 2026 and 2025, respectively. Aggregate distributions declared per share of Class C Common Stock were $0.6000 and $0.5850 for the six months ended June 30, 2026 and 2025, respectively.
On June 10, 2026, the Board authorized and the Company declared monthly distributions of $0.10 per share payable to common stockholders and OP Unit holders of record as of July 31, 2026 and August 3, 2026, which were paid on August 10, 2026.
NOTE 8. RELATED PARTY TRANSACTIONS
The Company has historically paid the members of the Board who are not executive officers for services rendered through cash payments and by issuing shares of Class C Common Stock to them. Pursuant to the Merger Agreement, payment for services is now payable only in cash. Total fees incurred and paid or accrued by the Company for Board services for the three and six months ended June 30, 2026 and 2025, are as follows (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Payments for services rendered | $ | $ | $ | $ | ||||||||||||||||||||||
| Value of shares of Class C Common Stock issued | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Number of shares issued for services rendered | ||||||||||||||||||||||||||
Related Party Transactions with Unconsolidated Investment in a Real Estate Property
NOTE 9. COMMITMENTS AND CONTINGENCIES
Environmental
Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, a real estate property owner may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property as well as certain other potential costs relating to hazardous or toxic substances. These liabilities may include government fines, penalties and damages for injuries to persons and adjacent property. Such laws often impose liability without regard to whether the property owner knew of, or was responsible for, the presence or disposal of such substances. Although most of the tenants of properties in which the Company has an interest are primarily responsible for any environmental damage and claims related to the leased premises, in the event of the bankruptcy or inability of the tenant of such leased premises to satisfy any obligations with respect to such environmental liability, or if the tenant is found not responsible, the Company’s property owner subsidiary may be required to satisfy any of such obligations, should they exist. In addition, the property owner subsidiary, as the owner of such property, may be held directly liable for any such damages or claims irrespective of the terms and provisions of any lease. As of June 30, 2026, the Company was not aware of any environmental matter relating to any of its real estate investments that would have a material impact on the Company’s consolidated financial statements. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities.
Tenant Improvements
Pursuant to lease agreements, as of June 30, 2026 and December 31, 2025, the Company had obligations to pay $0.7 million and $2.0 million, respectively, for tenant improvements to be incurred by tenants.
22
Legal Matters
From time to time, the Company or its subsidiaries may become party to legal proceedings that arise in the ordinary course of its business. As of June 30, 2026, the Company, including its subsidiaries, is not a party to any legal proceeding, nor is the Company aware of any pending or threatened litigation that could have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.
NOTE 10. OPERATING PARTNERSHIP UNITS
As of both June 30, 2026 and December 31, 2025, there were 1,593,328 one -for-one basis.
On February 3, 2025, the Company entered into the Fourth Amended and Restated Limited Partnership Agreement (the “Amended OP Agreement”) of the Operating Partnership, to, among other things, incorporate prior amendments to the Third Amended and Restated Partnership Agreement, and designate and set forth the terms of the Class X OP Units. As of June 30, 2026, the Operating Partnership had awarded a total of 895,043 Class X OP Units to employees. Class X OP Units generally are entitled to receive the same current distributions that are paid on the Class C OP Units.
OP Unit and Stock Compensation Expense
Stock compensation expense for the OP Unit awards and for stock issued to the Board for the three and six months ended June 30, 2026 and 2025, was as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Class X OP Units | $ | $ | ||||||||||||||||||||||||
Class C Common Stock issued to the Board (1) | ||||||||||||||||||||||||||
| Total stock compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Pursuant to the Merger Agreement, payment for services is now payable only in cash.
As of June 30, 2026, total unrecognized compensation expense related to the Class X OP Unit awards was $9.3 million with a weighted average remaining term of 3.4 years.
Distributions and Allocations
Class C OP Units and Class X OP Units received the following distributions and allocations of net income (loss) during the three and six months ended June 30, 2026 and 2025, as follows (in thousands):
| Three Months Ended June 30, 2026 | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Class C and Class X OP Units distributions paid | $ | $ | $ | $ | ||||||||||||||||||||||
| Class C and Class X OP Units net loss allocation | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
NOTE 11. EARNINGS (LOSS) PER SHARE
The Company’s Class X OP Units (see Note 10) contain non-forfeitable rights to distributions and are considered to be participating securities and therefore are included in the computation of earnings per share pursuant to the two-class method. The two-class method is an allocation formula that determines earnings per share for each share of common stock and participating securities according to distributions declared (or accumulated) and participation rights in undistributed earnings. 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. Class X OP Units are allocated any income in excess of distributions. Class C OP Unit distributions are not deducted in the table below since they share in the Company’s losses. Class X OP Unit distributions are deducted in the table below for periods with net losses.
23
On repurchase of preferred stock, any excess or deficit of the net carrying amount of the preferred stock in the Company’s condensed consolidated balance sheet over or under the fair value of the consideration transferred to the holders of the preferred stock is included in the determination of net income (loss) attributable to common stockholders in the calculation of earnings per share.
The following table presents the computation of the Company’s basic earnings (loss) per share attributable to common stockholders and its diluted earnings (loss) per share attributable to common stockholders and noncontrolling interests, which are Class C OP Units for the three and six months ended June 30, 2026 and 2025 (in thousands, except shares/units and per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Net (income) loss attributable to noncontrolling interest in Operating Partnership (1) | ( | ( | ||||||||||||||||||||||||
Preferred stock dividends | ( | ( | ( | ( | ||||||||||||||||||||||
| (Loss) gain on repurchases of preferred stock | ( | ( | ( | |||||||||||||||||||||||
Class X OP Unit distributions (2) | ( | ( | ||||||||||||||||||||||||
| Net income (loss) available to common stockholders used in basic net income (loss) per share | ( | ( | ||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in Operating Partnership (3) | ( | ( | ||||||||||||||||||||||||
| Net income (loss) available to common stockholders and noncontrolling interests used in diluted net income (loss) per share/unit | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Weighted average shares of Common Stock outstanding - basic | ||||||||||||||||||||||||||
| Class C OP Units | ||||||||||||||||||||||||||
Class X OP Units (4) | ||||||||||||||||||||||||||
Weighted average shares and units outstanding - diluted (4) | ||||||||||||||||||||||||||
Earnings (loss) per share attributable to common stockholders: | ||||||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Earnings (loss) per share attributable to common stockholders and non-controlling interests: | ||||||||||||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
(1) Each Class C Common Share and Class C OP Unit have the same participation in earnings (loss). As discussed above, 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 income (loss) attributable to noncontrolling interest in Operating Partnership for the three months ended June 30, 2026 and the three and six months ended June 30, 2025 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. For the three months ended June 30, 2026, distributions declared exceeded net income, which resulted in a loss that was allocated to common shareholders and Class C OP Unit holders.
(2) During periods with net income, Class X OP Unit distributions are included in net income (loss) attributable to noncontrolling interest in Operating Partnership.
(3) Represents net income allocated to Class C OP Units for the six months ended June 30, 2026. Net income allocated to Class X OP Units was excluded as the effect would have been antidilutive.
24
NOTE 12. SUBSEQUENT EVENTS
The Company evaluates subsequent events until the date these condensed consolidated financial statements are issued. Significant subsequent events are described below:
Agreement and Plan of Merger with Global Net Lease, Inc.
On August 10, 2026, the Company held a special meeting of its stockholders, at which the Company’s stockholders approved the Merger and the other transactions contemplated by the Merger Agreement.
Preferred Dividends
On May 7, 2026, the Board authorized and the Company declared Series A Preferred Stock dividends payable of $0.8 million for the second quarter of 2026, which were paid on July 15, 2026.
Common Stock and OP Unit Distributions
On March 17, 2026, the Board authorized and the Company declared monthly distributions of $0.10 per share payable to common stockholders and OP Unit holders of record as of June 30, 2026, which were paid on July 15, 2026.
On June 10, 2026, the Board authorized and the Company declared monthly distributions of $0.10 per share payable to common stockholders and OP Unit holders of record as of July 31, 2026 and August 3, 2026, which were paid on August 10, 2026.
The per share monthly distribution rate of $0.10 per share of Common Stock is equivalent to an annualized rate of $1.20 per share.
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition, results of operations and cash flows together with the accompanying unaudited condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026.
Management’s discussion and analysis of financial condition and results of operations are based upon our accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such forward-looking statements be subject to the safe harbor provisions created thereby. For this purpose, any statements made that are not historical or current facts may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “anticipates,” “believes,” “seeks,” “estimates,” “expects,” “intends,” “continue,” “can,” “may,” “plans,” “potential,” “projects,” “should,” “could,” “will,” “would” or similar expressions are intended to identify forward-looking statements. Such statements include, but are not limited to, any statements about the timing and completion of the proposed Merger (as defined below), our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods.
The forward-looking statements included herein represent our management’s current expectations and assumptions based on information available as of the date of this report. These statements involve numerous known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Readers should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the SEC, including the risks and uncertainties described in Item 1A., Risk Factors, of this Quarterly Report on Form 10-Q and Item IA., Risk Factors, of our Annual Report on Form 10-K. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information, which speak only as of the date of this report.
New risks and uncertainties emerge from time-to-time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual future results to be materially different from those expressed or implied by any forward-looking statements.
Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Overview
We are a Maryland corporation with issued and outstanding stock consisting of 7.375% Series A cumulative redeemable perpetual preferred stock (“Series A Preferred Stock”), listed on the NYSE under the symbol “MDV.PA,” and Class C common stock (“Class C Common Stock”), $0.001 par value per share, listed on the NYSE under the symbol “MDV.” We currently own and manage single-tenant net-lease properties throughout the United States, which are primarily, but not exclusively, industrial properties. We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2016. We believe that we have operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes. Since December 31, 2019, we have been internally managed.
26
The Company
We primarily generate revenues by leasing properties to industrial manufacturing tenants pursuant to net leases. As of June 30, 2026, our real estate investment portfolio consisted of 40 properties as further described below. The net book value of our real estate investments as of June 30, 2026 was $435.8 million.
Details of our diversified portfolio of 40 operating properties as of June 30, 2026 are as follows:
• Annual base rent (“ABR”) aggregating $39.1 million, which is calculated based on the next 12 months of contractual monthly base rent as of June 30, 2026;
• 37 industrial properties, which represent approximately 82% of the portfolio (expressed as a percentage of ABR), and three non-core properties which represent approximately 18% of the portfolio by ABR;
•Occupancy rate of 99% based on square footage;
• Located in 14 states;
• Leased to 26 different commercial tenants doing business in 12 separate industries;
• Approximately 4.2 million square feet of aggregate leasable space;
• An average leasable space per property of approximately 105,000 square feet (approximately 108,000 square feet per industrial property and approximately 68,000 square feet per non-core property); and
• Outstanding mortgage notes payable balance of $23.8 million for two properties and a credit facility term loan balance of $250.0 million.
During the three months ended June 30, 2026, we completed the sale of our industrial property in Melbourne, Florida leased to Northrop Grumman for $18.7 million.
Agreement and Plan of Merger with Global Net Lease, Inc.
On May 3, 2026, we and Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Net Lease, Inc. (“GNL”), GNL Motion Merger Sub, LLC (“GNL Merger Sub”), Global Net Lease Operating Partnership, L.P. (the “GNL Operating Partnership”) and GNL Motion OpCo Merger Sub, LLC (“Opco Merger Sub”). Under the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions, the Company will merge with and into GNL Merger Sub with GNL Merger Sub being the surviving entity (such merger transaction, the “Company Merger”) and OpCo Merger Sub will merge with and into the Operating Partnership with the Operating Partnership being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Company Merger, the “Merger”).
Under the terms of the Merger Agreement, holders of Class C Common Stock and units of limited partnership interest (the “OP Units”) in the Operating Partnership will have the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (the “GNL Common Stock”) or units of limited partnership interest in the GNL Operating Partnership designated as OP Units (as defined in the agreement of limited partnership of GNL Operating Partnership, “GNL OP Units”), plus the right to receive cash in lieu of any fractional shares of GNL Common Stock or GNL OP Units, as applicable, and holders of Series A Preferred Stock will have the right to receive $25.00 in cash, plus any accrued and unpaid dividends. Following the closing of the Merger, our Class C Common Stock and Series A Preferred Stock will be delisted from the NYSE and deregistered under the Exchange Act. The Merger Agreement and the transactions contemplated thereby were unanimously approved by our board of directors. The Merger is expected to close in mid-August of 2026, subject to customary closing conditions. On August 10, 2026, the Company held a special meeting of its stockholders, at which the Company’s stockholders approved the Merger and the other transactions contemplated by the Merger Agreement.
Additional information regarding the Merger included in the Company’s definitive proxy statement filed with the SEC on June 24, 2026.
Liquidity and Capital Resources
With cash and cash equivalents of $21.6 million as of June 30, 2026, our cash requirements for mandatory principal payments on our debt, capital expenditures and merger costs will be funded by available cash on hand. Although we have $30.0 million of borrowing capacity available under our Credit Facility as of August 11, 2026, we do not intend to make any additional
27
property acquisitions in light of the pending Merger, which is expected to close in mid-August 2026, subject to customary closing conditions.
We expect that our cash requirements for operating and interest expenses, dividends on our Series A Preferred Stock and distributions on our Class C Common Stock and OP Units will be funded by internally generated funds. We expect to have adequate liquidity to meet our cash requirements for the next 12 months and beyond.
ATM Offering
During the three and six months ended June 30, 2026, we sold no shares of Class C Common Stock in the ATM Offering. From November 15, 2023 through June 30, 2026, an aggregate of 819,700 shares have been sold in the ATM Offering at an average price of $15.95 per share for aggregate net proceeds of $11.3 million after legal, accounting, investor relations and other offering costs of $1.4 million. As of June 30, 2026, we had $36.9 million of shares of Class C Common Stock available for future issuance under the ATM Offering. No shares of Class C Common Stock were sold in the ATM Offering subsequent to June 30, 2026.
Credit Facility and Mortgages
Our Operating Partnership entered into an agreement for a line of credit (the “Credit Agreement”) on January 18, 2022 with KeyBank and the other lending institutions party thereto (the “Lenders”), with KeyBank acting as agent for the Lenders (in such capacity, the “Agent”). The Credit Agreement currently provides a $280.0 million line of credit comprised of a $30.0 million revolving line of credit (“Revolver”), and a $250.0 million term loan (“Term Loan” and together with the Revolver, the “Credit Facility”), as further described in Note 5 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. The Credit Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness, and capital expenditures.
On January 16, 2026, we entered into an agreement with the Lenders to amend the Credit Agreement to (i) extend the maturity date of the credit facility eighteen months to July 18, 2028, (ii) remove the 10 basis point SOFR Adjustment and (iii) allow repurchases of shares of the Series A Preferred Stock, by amending certain distribution covenants so long as such repurchases are funded by proceeds from the issuance of preferred or common stock or asset sales, in each case, occurring within the trailing twelve month period of such repurchase.
The Credit Facility is priced on a leverage-based grid that fluctuates based on our actual leverage ratio at the end of the prior quarter. With our leverage ratio of 45.7% as of June 30, 2026, the spread over SOFR was 170 basis points and the interest rate on the Term Loan was 5.3250% as of June 30, 2026. We also pay an annual unused fee of up to 25 basis points on the Revolver, depending on the daily amount of the unused commitment, and incurred an immaterial amount of unused fees for each of the three and six months ended June 30, 2026 and 2025.
In January 2026, we entered into three new swap agreements, effective December 31, 2025, for $83.3 million each, for an aggregate of $250.0 million, corresponding to the Term Loan, which will fix SOFR for the year ending December 31, 2026 to 2.45%, resulting in a fixed rate of 4.15% based on our leverage ratio of 45.7% as of June 30, 2026. We paid aggregate premiums of $2.7 million, including accrued interest receivable of $0.1 million, to buy down the fixed rate below the prevailing market rate. The buydown premium is a derivative that is recorded as an asset on our balance sheet and amortized over the 12 months ending December 31, 2026, increasing interest expense by approximately $0.6 million per quarter. We designated these pay-fixed, receive-floating interest rate swaps as cash flow hedges, which are expected to be effective through December 31, 2026.
As of June 30, 2026 the outstanding principal balance of our mortgage notes payable secured by two properties was $23.8 million. As of June 30, 2026, the Term Loan outstanding principal balance was $250.0 million and there was no outstanding balance on the Revolver.
The Credit Facility includes customary representations, warranties and covenants. The Credit Facility is secured by a pledge of all of the Operating Partnership’s equity interests in certain of the single-purpose, property-owning entities (the “Subsidiary Guarantors”) that are indirectly owned by us, and various cash collateral owned by the Operating Partnership and the Subsidiary Guarantors. In connection with the Credit Facility, we and each of our Subsidiary Guarantors entered into an Unconditional Guaranty of Payment and Performance in favor of the Agent, pursuant to which we and each of our Subsidiary Guarantors agreed to guarantee the full and prompt payment of the Operating Partnership’s obligations under the Credit Agreement.
28
Compliance with All Debt Agreements
Pursuant to the terms of our Credit Facility and our mortgage notes payable secured by certain of our properties, we and/or our subsidiary borrowers are subject to certain financial loan covenants. We and/or our subsidiary borrowers were in compliance with such financial loan covenants as of June 30, 2026.
Acquisitions and Dispositions of Real Estate Investments
Acquisitions
On January 16, 2026, we acquired the 27.3% remaining TIC interest for $9.6 million in the Santa Clara, California property leased to Fujifilm Dimatix, Inc. (the “Santa Clara Property”) and assumed the $12.0 million mortgage note payable secured by the Santa Clara, Property giving us 100% ownership and control of the Santa Clara Property. The Santa Clara Property has leasable area of 94,101 square feet and is subject to existing leases that expire on March 16, 2036, with 3.0% annual rent escalations.
In evaluating potential property acquisitions, including the determination of an appropriate purchase price to be paid for the properties, we considered a variety of factors, including the condition and financial performance of the properties, the terms of the existing leases and the creditworthiness of the tenants, property location, visibility and access, age of the properties, physical condition and curb appeal, neighboring property uses, local market conditions, including vacancy rates, area demographics, including trade area population and average household income and neighborhood growth patterns and economic conditions.
Dispositions
On May 21, 2026, we completed the sale of our industrial property in Melbourne, Florida leased to Northrop Grumman for $18.7 million. On March 30, 2026, we completed the sale of our vacant industrial property located in Saint Paul, Minnesota for $4.1 million.
Capital Expenditures and Tenant Improvements
Other than as discussed below, we do not have plans to incur any significant costs to renovate, improve or develop our properties. We believe that our properties are adequately insured. Pursuant to our lease agreements, as of June 30, 2026, we had obligations to reimburse $0.7 million for future tenant improvements expected to be incurred by tenants. We expect that the related improvements will be completed during the next 12 months and will be funded from cash on hand and operating cash flow.
In addition, we have identified approximately $0.3 million of capital expenditures that are expected to be completed in the next 12 months which are not recoverable from tenants with double-net leases. These improvements will be funded from cash on hand or operating cash flows. More information on our properties and investments can be found in Note 3 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Cash Flow Summary
The following table summarizes our cash flow activity for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash provided by operating activities | $ | 7,582 | $ | 6,988 | ||||||||||
| Net cash provided by investing activities | $ | 10,570 | $ | 288 | ||||||||||
| Net cash used in financing activities | $ | (10,907) | $ | (12,992) | ||||||||||
Cash Flows from Operating Activities
The increase in cash provided by operating activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is due to a decrease in Credit Facility interest expense, of $1.0 million, excluding derivative cash settlements received since they are included in cash provided by investing activities, and reduced general and administrative expenses, of $0.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, partially offset by $1.0 million of merger related costs paid during the six months ended June 30, 2026.
29
Cash Flows from Investing Activities
The increase in net cash provided by investing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily reflects the disposition of two properties for net proceeds of $21.8 million, excluding a $0.3 million deposit received during the year ended December 31, 2025, during the six months ended June 30, 2026, as compared to the disposition of one property for net proceeds of $2.3 million during the six months ended June 30, 2025. The increase was partially offset by the acquisition of the 27.3% remaining TIC interest in the Santa Clara Property for $9.6 million during the six months ended June 30, 2026, compared to the acquisition of one property during the six months ended June 30, 2025 funded primarily by issuing Class C OP Units and by lower swap buydown premiums paid by the Company.
Cash Flows from Financing Activities
The decrease in net cash used in financing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is primarily due to the repurchase of Series A Preferred Stock for $6.5 million during the six months ended June 30, 2025, as compared to $0.6 million during the six months ended June 30, 2026. The decrease was partially offset by a decrease in proceeds from the issuance of common stock, deferred financing costs paid related to the amendment to the Credit Facility, and an increase in distributions paid to common stockholders and OP Unit holders during the six months ended June 30, 2026.
Funds from Operations and Adjusted Funds from Operations
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, merger costs, proceeds from the settlement of property-related insurance claims, 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.
30
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.
The following are the calculations of FFO and AFFO for the three and six months ended June 30, 2026 and 2025 (in thousands, except shares outstanding and per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income (loss) (in accordance with GAAP) | $ | 6,485 | $ | (2,633) | $ | 6,190 | $ | (1,804) | ||||||||||||||||||
| Preferred stock dividends | (773) | (796) | (1,548) | (1,623) | ||||||||||||||||||||||
| Net income (loss) attributable to common stockholders and OP Unit holders | 5,712 | (3,429) | 4,642 | (3,427) | ||||||||||||||||||||||
| FFO adjustments: | ||||||||||||||||||||||||||
| Depreciation and amortization of real estate properties | 3,646 | 3,828 | 7,364 | 7,646 | ||||||||||||||||||||||
| Depreciation and amortization for unconsolidated investment in a real estate property | — | 189 | 35 | 378 | ||||||||||||||||||||||
| Impairment of real estate investment property | — | 4,000 | — | 4,000 | ||||||||||||||||||||||
| Gain on sale of real estate investments, net | (7,542) | — | (7,542) | (84) | ||||||||||||||||||||||
| FFO attributable to common stockholders and OP Unit holders | 1,816 | 4,588 | 4,499 | 8,513 | ||||||||||||||||||||||
| AFFO adjustments: | ||||||||||||||||||||||||||
| Stock compensation expense | 744 | 810 | 1,548 | 1,294 | ||||||||||||||||||||||
| Amortization of deferred financing costs and fair value adjustment of assumed mortgage note payable | 88 | 158 | 177 | 315 | ||||||||||||||||||||||
| Amortization of deferred rents | (1,253) | (1,269) | (2,539) | (2,572) | ||||||||||||||||||||||
| Amortization of unrealized holding gain, net of unrealized loss on non-designated or ineffective interest rate derivative instruments | (253) | (253) | (503) | (503) | ||||||||||||||||||||||
| Amortization of off-market interest rate derivatives and reduction for accrued interest | 653 | 1,034 | 1,331 | 2,109 | ||||||||||||||||||||||
| Loss on extinguishment of debt | — | — | 1,145 | — | ||||||||||||||||||||||
| Amortization of (below) above market lease intangibles, net | (218) | (212) | (436) | (424) | ||||||||||||||||||||||
| Merger costs | 2,838 | — | 3,403 | — | ||||||||||||||||||||||
| Loss on other investments | 172 | — | 172 | — | ||||||||||||||||||||||
| Other adjustments for unconsolidated investment in a real estate property | — | (78) | (92) | (42) | ||||||||||||||||||||||
| AFFO attributable to common stockholders and OP Unit holders | $ | 4,587 | $ | 4,778 | $ | 8,705 | $ | 8,690 | ||||||||||||||||||
| Weighted Average Shares/Units Outstanding: | ||||||||||||||||||||||||||
Fully diluted (1) | 12,812,041 | 12,612,092 | 12,806,831 | 12,229,385 | ||||||||||||||||||||||
| FFO Per Share/Unit: | ||||||||||||||||||||||||||
| Fully diluted | $ | 0.14 | $ | 0.36 | $ | 0.35 | $ | 0.70 | ||||||||||||||||||
| AFFO Per Share/Unit: | ||||||||||||||||||||||||||
| Fully diluted | $ | 0.36 | $ | 0.38 | $ | 0.68 | $ | 0.71 | ||||||||||||||||||
(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 and six months ended June 30, 2026 and the three months ended June 30, 2025, and 1,469,750 Class C OP Units and 710,875 Class X OP Units for the six months ended June 30, 2025. Class X OP Units were excluded from the weighted average shares/units outstanding in calculating earnings (loss) per share for the each of the three months ended June 30, 2025 and the each of the six months ended June 30, 2026 and 2025 in the unaudited consolidated statements of operations since they were anti-dilutive.
31
Property Portfolio Information
Following the issuance of our publicly listed Series A Preferred Stock in September 2021, we began to significantly transform our portfolio in furtherance of our strategic plan to reduce our exposure to office properties and increase our WALT. The following is a summary of how we have transformed the composition of our real estate portfolio over time, resulting in a majority of our ABR produced by industrial properties, including the TIC Interest, as shown and described below.
The following is a breakdown of our ABR by property type as of June 30, 2026 and December 31, 2025, 2024, 2023, 2022 and 2021.
| December 31, | June 30, | |||||||||||||||||||||||||||||||||||||
| 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | |||||||||||||||||||||||||||||||||
| Industrial core | 41 | % | 59 | % | 76 | % | 78 | % | 82 | % | 82 | % | ||||||||||||||||||||||||||
| Non-core | 59 | % | 41 | % | 24 | % | 22 | % | 18 | % | 18 | % | ||||||||||||||||||||||||||
Since the public listing of our Class C Common Stock in February 2022, we have repositioned the composition of our portfolio toward a primary focus of industrial assets, specifically those supporting domestic manufacturing. The implementation of this recycling incorporated both the reduction of our non-core properties and the active acquisition of industrial manufacturing properties. We define legacy assets as those that were acquired by different management teams utilizing different investment objectives and underwriting criteria.
The following is a breakdown of our revenue by property type for the six months ended June 30, 2026 (in thousands):
| Industrial Core | Non-Core (1) | Total | ||||||||||||||||||
| Rental | $ | 19,413 | $ | 3,973 | $ | 23,386 | ||||||||||||||
| Other property | $ | 11 | $ | — | $ | 11 | ||||||||||||||
The following is a breakdown of our assets by property type as of June 30, 2026 (in thousands):
| Industrial Core | Non-Core (1) | |||||||||||||
| Total investments in real estate property | $ | 402,454 | $ | 108,435 | ||||||||||
| Accumulated depreciation and amortization | (62,126) | (12,954) | ||||||||||||
| Total real estate investments, net | $ | 340,328 | $ | 95,481 | ||||||||||
| Tenant deferred rent and other receivables | $ | 19,249 | $ | 6,538 | ||||||||||
| Above-market lease intangibles, net | $ | 1,142 | $ | — | ||||||||||
(1) Non-core properties include the following:
(i) 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. We repurchased 656,191 of those units and 123,809 shares of Class C Common Stock from an affiliate of the seller at $14.80 per share on August 1, 2024;
(ii) 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; and
(iii) one legacy office property formerly leased to Solar Turbines in San Diego, California.
We have two mortgages secured by two industrial core properties. The equity of each special purpose subsidiary that owns our other properties is pledged as collateral under our Credit Facility or the properties are unencumbered. See details of mortgage debt in Note 5 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
32
Results of Operations
As of June 30, 2026, we owned 40 operating properties, including the TIC Interest. We acquired the 27.3% remaining TIC interest in the Santa Clara Property in January 2026 and one operating property in March 2025. We sold one industrial property in May 2026 and one vacant industrial property in March 2026 and two properties (one non-core and one industrial) during 2025.
Our results of operations for the three and six months ended June 30, 2026, may not be comparable to those expected for the remainder of 2026 or in future periods.
Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025
Rental Revenue
Rental revenue remained constant at $11.7 million for three months ended June 30, 2026 and 2025, including tenant reimbursements of $0.4 million and $0.5 million, respectively. Rental revenue increased $0.9 million due to the acquisition of the 27.3% remaining TIC interest in the Santa Clara Property in January 2026 and contractual rent increases, offset by $1.1 million decrease due to the expirations of the lease with Costco Wholesale Corporations (“Costco”) in July 2025 (the property was sold in December 2025) and the Solar Turbines lease in September 2025 and the sale of our industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026.
General and Administrative
General and administrative expenses remained constant at $1.2 million for the three months ended June 30, 2026 and 2025.
Stock Compensation
Stock compensation expense remained relatively constant at $0.7 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively. Pursuant to the Merger Agreement, amounts previously paid to the members of our board of directors for services rendered by issuing shares of Class C Common Stock to them are now payable in cash. The cash payments are included in general and administrative expenses.
Depreciation and Amortization
Depreciation and amortization expense remained relatively constant at $3.6 million and $3.8 million for the three months ended June 30, 2026 and 2025, respectively. The purchase price of properties acquired is allocated to tangible assets, identifiable intangibles and assumed liabilities, if any, and depreciated or amortized over their estimated useful lives. The decrease of $0.2 million, or 5%, period-over-period was primarily due to the sale of the industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026 and no longer recognizing depreciation and amortization expense for the real estate investments of the vacant industrial property located in Saint Paul, Minnesota upon classifying the property as held for sale as of September 30, 2025, offset by depreciation and amortization of real estate investments of the Santa Clara Property consolidated in January 2026.
Property Expenses
Property expenses remained constant at $0.8 million for the three months ended June 30, 2026 and 2025. These expenses primarily relate to property taxes and repairs and maintenance expenses, the majority of which are reimbursed by tenants and included in rental income.
Merger Costs
During the three months ended June 30, 2026, we incurred $2.8 million of costs related to the Merger as discussed above. No such costs were incurred during the three months ended June 30, 2025.
Impairment of real estate investment property
We recorded an impairment charge of $4.0 million related to our property and equipment located in Saint Paul, Minnesota during the three months ended June 30, 2025. We 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. No impairment charges were recorded during the three months ended June 30, 2026.
33
Gain on Sale of Real Estate Investments, Net
The gain on sale of real estate investments of $7.5 million for the three months ended June 30, 2026 related to the sale of the industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026. No such gains were recorded during the three months ended June 30, 2025.
Other (Expense) Income
Other expense was $3.5 million and $3.8 million for the three months ended June 30, 2026 and 2025, respectively. The decrease was primarily due to a decrease in interest expense, net of unrealized gain on interest rate swaps and derivative settlements. The decrease in interest expense, net of unrealized gain on interest rate swaps and derivative settlements was primarily due to a decrease in amortization of off-market interest rate derivatives, as we paid an aggregate of $2.7 million of swap buydown premiums in 2026, compared to $4.2 million in 2025. In addition, the interest rate on the Term Loan was fixed at 4.15% during the three months ended June 30, 2026, as compared to 4.25% during the three months ended June 30, 2025. See Notes 5 and 6 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the amendment to the Credit Agreement and off-market interest rate derivatives. This was partially offset by a decrease in income from unconsolidated investment in a real estate property due to the consolidation of the Santa Clara Property in January 2026.
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
Rental Revenue
Rental revenue was $23.4 million and $23.5 million for the six months ended June 30, 2026 and 2025, respectively, which included tenant reimbursements of $0.9 million and $1.0 million, respectively. Rental revenue decreased $2.0 million due to the expirations of the lease with Costco in July 2025 (the property was sold in December 2025) and the Solar Turbines lease in September 2025, the sale of the industrial property located in Endicott, New York in February 2025 and the sale of an industrial property located in Melbourne, Florida in May 2026, offset by a $1.7 million increase due to the acquisition of an industrial property in March 2025 and acquisition of the 27.3% remaining TIC interest in the Santa Clara Property in January 2026 and contractual rent increases.
General and Administrative
General and administrative expenses were $2.7 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively. The decrease of $0.5 million, or 15%, was primarily due to our reduced headcount from 12 employees to nine employees in April 2025, our CEO no longer receiving a salary effective April 1, 2025 in connection with his grant of Class X OP Units, which vest over five years, and decreases in professional services and insurance expenses, partially offset by $0.2 million in non-recurring separation pay during the six months ended June 30, 2025 .
Stock Compensation
Stock compensation expense was $1.5 million and $1.3 million for the six months ended June 30, 2026 and 2025, respectively. The increase of $0.2 million, or 20%, compared to 2025 was due to the Class X OP Units awarded in the first quarter of 2025, as described in Note 10 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, partially offset by amounts previously paid to the members of our board of directors for services rendered by issuing shares of Class C Common Stock to them are now payable in cash pursuant to the Merger Agreement.
Depreciation and Amortization
Depreciation and amortization expense was $7.4 million and $7.6 million for the six months ended June 30, 2026 and 2025, respectively. The purchase price of properties acquired is allocated to tangible assets, identifiable intangibles and assumed liabilities, if any, and depreciated or amortized over their estimated useful lives. The decrease of $0.2 million, or 4%, period-over-period was primarily due to the sales of the industrial property located in Endicott, New York in February 2025 and the industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026, and no longer recognizing depreciation and amortization expense for the real estate investments of the vacant industrial property located in Saint Paul, Minnesota upon classifying the property as held for sale as of September 30, 2025, offset by depreciation and amortization of real estate investments of the industrial property acquired in March 2025 and the consolidation of the Santa Clara Property in January 2026.
34
Property Expenses
Property expenses remained constant at $1.7 million for the six months ended June 30, 2026 and 2025. These expenses primarily relate to property taxes and repairs and maintenance expenses, the majority of which are reimbursed by tenants and included in rental income.
Merger Costs
During the six months ended June 30, 2026, we incurred $3.4 million of costs related to the Merger as discussed above. No such costs were incurred during the six months ended June 30, 2025.
Impairment of real estate investment property
We recorded an impairment charge of $4.0 million related to our property and equipment located in Saint Paul, Minnesota during the six months ended June 30, 2025. We 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. No impairment charges were recorded during the six months ended June 30, 2026.
Gain on Sale of Real Estate Investments, Net
The gain on sale of real estate investments of $7.5 million for the six months ended June 30, 2026 related to the sale of the industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026. The gain on sale of real estate investments of $0.1 million for the six months ended June 30, 2025 related to the sale of the industrial property located in Endicott, New York.
Other (Expense) Income
Other expense was $8.0 million and $7.7 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to a $1.1 million loss on extinguishment of debt related to the January 16, 2026 amendment to the Credit Agreement, and a decrease in income from unconsolidated investment in a real estate property due to the consolidation of the Santa Clara Property in January 2026, which were partially offset by a decrease in interest expense, net of unrealized gain on interest rate swaps and derivative settlements. The decrease in interest expense, net of unrealized gain on interest rate swaps and derivative settlements was primarily due to a decrease in amortization of off-market interest rate derivatives, as we paid an aggregate of $2.7 million of swap buydown premiums during the six months ended June 30, 2026, compared to $4.2 million during the six months ended June 30, 2025. In addition, the interest rate on the Term Loan was fixed at 4.15% during the six months ended June 30, 2026, as compared to 4.25% during the six months ended June 30, 2025. See Notes 5 and 6 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the amendment to the Credit Agreement and off-market interest rate derivatives.
Dividends and Distributions
Preferred Dividends
On March 17, 2026, our board of directors declared Series A Preferred Stock dividends payable of $0.8 million for the first quarter of 2026, which were paid on April 15, 2026. On May 7, 2026, our board of directors declared Series A Preferred Stock dividends payable of $0.8 million for the second quarter of 2026, which were paid on July 15, 2026.
Common Stock and OP Units Distributions
We have historically paid distributions on a monthly basis, and we paid our first distribution on August 10, 2016. The distribution rate is determined by the board of directors based on our financial condition and such other factors as the board of directors deems relevant. The board of directors has not pre-established a percentage range of return for distributions to stockholders. We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders other than as necessary to meet REIT qualification requirements.
35
Distributions generally are declared during the beginning of a quarter and paid based on a month end record date and a monthly rate per share. The cash distribution rate details are as follows for the distribution periods from January 2026 to August 2026:
| Distribution Period | Amount Per Share and Unit Per Month | Declaration Date | Payment Date | |||||||||||||||||
| 2026: | ||||||||||||||||||||
| January 1-31 | $ | 0.100000 | January 16, 2026 | February 13, 2026 | ||||||||||||||||
| February 1-28 | $ | 0.100000 | January 16, 2026 | March 13, 2026 | ||||||||||||||||
| March 1-31 | $ | 0.100000 | January 16, 2026 | April 15, 2026 | ||||||||||||||||
| April 1- 30 | $ | 0.100000 | March 17, 2026 | May 15, 2026 | ||||||||||||||||
| May 1-31 | $ | 0.100000 | March 17, 2026 | June 15, 2026 | ||||||||||||||||
| June 1- 30 | $ | 0.100000 | March 17, 2026 | July 15, 2026 | ||||||||||||||||
| July 1-31 | $ | 0.100000 | June 10, 2026 | August 10, 2026 | ||||||||||||||||
| August 1-31 | $ | 0.100000 | June 10, 2026 | August 10, 2026 | ||||||||||||||||
Preferred Stock Repurchase Program
On March 4, 2025, our board of directors authorized us to repurchase shares of its Series A Preferred Stock up to an aggregate amount not to exceed the aggregate amount of proceeds from sales of our Class C Common Stock during the trailing twelve month period (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through open market purchases, block purchases, privately negotiated transactions or other methods of acquiring shares permitted by applicable law, and the amount and timing of any repurchases will be dependent on various factors, including market conditions and corporate and regulatory considerations. Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act. On January 16, 2026, our board approved an amendment to the Repurchase Program to (1) extend the expiration date of the Repurchase Program from December 31, 2026 to December 31, 2027 and (2) set the maximum amount of shares of Preferred Stock that may be repurchased under the Repurchase Program at $49.6 million, including shares of Preferred Stock that had been repurchased as of January 16, 2026.
From March 4, 2025 through June 30, 2026, we repurchased a total of 322,412 shares of our Series A Preferred Stock, representing 16.1% of shares issued, for a total of $7.7 million at an average cost of $23.91 per share. During three months ended June 30, 2026, we repurchased 2,803 shares of our Series A Preferred Stock for a total of $0.1 million at an average cost of $24.90 per share.
Election as a REIT
We elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). We intend to continue to qualify as a REIT. To continue to qualify and maintain status as a REIT, we must meet certain requirements relating to our organization, sources of income, nature of assets, distributions of income to our stockholders and recordkeeping. As a REIT, we generally would not be subject to federal income tax on taxable income that we distribute to our stockholders so long as we distribute at least 90% of our annual taxable income (computed without regard to the distributions paid deduction and excluding net capital gains).
If we fail to maintain our qualification as a REIT in any taxable year, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We will not be able to deduct distributions paid to our stockholders in any year in which we fail to qualify as a REIT. We also will be disqualified for the four taxable years following the year during which qualification is lost, unless we are entitled to relief under specific statutory provisions. Such an event could materially adversely affect our net income or loss and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to continue to qualify for treatment as a REIT for federal income tax purposes. No provision for federal income taxes has been made in our accompanying unaudited condensed consolidated financial statements. We are subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in our accompanying unaudited condensed consolidated financial statements.
Critical Accounting Policies and Estimates
Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and
36
assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments, assumptions and estimates is included under “Critical Accounting Policies” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report. There have been no significant changes to our accounting policies during the three months ended June 30, 2026.
Commitments and Contingencies
We may be subject to certain commitments and contingencies with regard to certain transactions (see Note 9 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for discussion of commitments and contingencies).
Related-Party Transactions and Agreements
See Note 8 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for details of the various related-party transactions and agreements.
Subsequent Events
See Note 12 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for events that occurred subsequent to June 30, 2026 through the filing date of this report.
Recent Accounting Pronouncements
See Note 2 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for any recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable as we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of June 30, 2026 was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
37
PART II – OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we may become party to legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceeding, nor are we aware of any pending or threatened litigation that could have a material adverse effect on our business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.
Item 1A. Risk Factors
There have been no material changes to the risk factors set forth under “Risk Factors” in Part I, Item 1A of our Annual Report, filed with the SEC on March 25, 2026, other than as described below.
The consummation of the Merger is subject to a number of conditions which, if not satisfied or waived, would adversely impact our ability to complete the Merger.
The Merger is subject to certain closing conditions, including, among others: (1) the receipt by us of the affirmative vote of the holders of a majority of the outstanding shares of our Class C Common Stock approving the Merger, (2) the absence of any law, injunction, judgment, order or ruling making illegal or otherwise prohibiting the Merger, (3) the absence of any stop order or pending or threatened in writing proceeding seeking a stop order of the Registration Statement on Form S-4 registering the issuance of the GNL Common Stock as consideration in connection with the Merger, which contains a prospectus of GNL for the issuance of GNL Common Stock and a proxy statement of the Company with respect to our special meeting of stockholders (the “Form S-4/Proxy Statement”), (4) the accuracy of the representations and warranties made by the parties (subject to customary materiality and other qualifications), (5) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement, (6) the delivery of tax opinions related to each of our and GNL’s status as a real estate investment trust under the Code, (7) the delivery of tax opinions that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, (8) the absence of a material adverse effect prior to the closing, and (9) other customary conditions specified in the Merger Agreement.
There can be no assurance these conditions will be satisfied or waived, if permitted. Therefore, there can be no assurance with respect to the timing of the closing of the Merger, or that the Merger will be completed at all.
Failure to complete the Merger could adversely affect the market price of our Class C Common Stock and our future business and financial results.
There can be no assurance that the conditions to closing of the Merger will be satisfied or waived or that the Merger will be completed. If the Merger is not completed, our ongoing business could be adversely affected and we will be subject to a variety of risks associated with the failure to complete the Merger, including the following:
•upon termination of the Merger Agreement under specified circumstances, we are required to pay GNL a termination fee of up to $15,000,000;
•we will incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Merger closes; and
•the Merger, whether or not it closes, will divert the attention of certain management and other key employees from our ongoing business activities, including the pursuit of other opportunities that could be beneficial to us.
If the Merger is not completed, these risks could materially affect our business and financial results and the market price of our Class C Common Stock, including to the extent that the current market price of our Class C Common Stock reflects, and is positively affected by, a market assumption that the Merger will be completed. If the Merger is not consummated, including as a result of our stockholders failing to adopt the Merger Agreement, our stockholders will not receive any consideration in connection with the Merger. Instead, we will remain a public company, our Class C Common Stock and Series A Preferred Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will be required to continue to file periodic reports with the SEC.
The Merger Agreement contains provisions that could discourage a potential competing acquirer from making a favorable proposal to us and, in specified circumstances, could require us to make a substantial termination payment to GNL.
The Merger Agreement contains certain provisions that restrict our ability to solicit, initiate, knowingly encourage or knowingly facilitate any proposals for, or that could reasonably lead to, alternative transactions with a third-party or, subject to certain exceptions, participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish
38
non-public information to third parties relating to an alternative transaction or a proposal or inquiry therefor, change our board of directors’ recommendation to our stockholders or enter into an agreement with respect to any proposal for an alternative transaction. In addition, GNL generally has an opportunity to offer to modify the terms of the Merger Agreement in response to any competing acquisition proposal before our board of directors may withdraw or qualify its recommendation with respect to the Merger.
We would be required to pay a termination fee of $10,000,000 to GNL in certain circumstances, including if we terminate the Merger Agreement to enter into a definitive agreement that constitutes a superior proposal. In addition, if GNL terminates the Merger Agreement following an uncured breach by us of any representation, warranty, covenant or agreement which would result in the applicable closing condition being unsatisfied or failure to close by us when all conditions are satisfied, we would be required to pay a termination fee of $15,000,000 to GNL.
These provisions could discourage a potential competing acquirer or merger partner that might have an interest in acquiring all or a significant portion of us or our assets from considering or proposing such a competing transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share market value proposed to be received or realized in the transactions contemplated by the Merger Agreement with GNL. These provisions also might result in a potential competing acquirer or Merger partner proposing to pay a lower price to holders of our Class C Common Stock than it might otherwise have proposed to pay because of the added expense of the termination payment that may become payable to GNL in certain circumstances under the Merger Agreement.
If the Merger Agreement is terminated and after the termination we seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the transactions contemplated by the Merger Agreement with GNL.
The pendency of the Merger could adversely affect our business and operations.
In connection with the pending Merger, some tenants, operators, borrowers, managers or vendors may react unfavorably or delay or defer decisions concerning their business relationships or transactions with us, which could adversely affect our revenues, earnings, funds from operations, cash flows and expenses, regardless of whether the Merger is completed. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Merger, we may be unable (without GNL’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial and may cause us to forego certain opportunities each might otherwise pursue absent the Merger Agreement. In addition, the pendency of the Merger may make it more difficult for us to effectively retain and incentivize key personnel and may cause distractions from our strategy and day-today operations for its current employees and management.
We may be the target of securities class action and derivative lawsuits and other legal or regulatory proceedings, which could result in substantial costs and may delay or prevent the Merger from being completed.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Lawsuits or other proceedings may be brought challenging, among other things, the adequacy of the disclosures in the Form S-4/Proxy Statement, the process conducted by our board of directors, the terms of the Merger Agreement, alleged breaches of fiduciary duties by our directors and/or officers, or the fairness of the consideration in connection with the Merger. In connection with the Merger, ten demand letters have been received by the Company sent on behalf of, and two complaints have been filed on behalf of, purported stockholders of the Company challenging the adequacy of certain disclosures made in the Proxy Statement/Prospectus (collectively, the “Stockholder Actions”). The two complaints were both filed in the Supreme Court of the State of New York, County of New York and are captioned Walsh v. Modiv Industrial, Inc. et al., Index No. 654177/2026, and Thompson v. Modiv Industrial, Inc. et al., Index No. 654203/2026, respectively. The Company believes that the allegations in the Stockholder Actions are without merit. Even if such lawsuits or other legal or regulatory proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment in any such lawsuits or proceedings could result in monetary damages payable by the Company or could result in an injunction delaying or prohibiting completion of the Merger, which could have a negative impact on our liquidity, results of operations and financial condition. In addition, the pendency of such litigation could create uncertainty and negatively affect our relationships with agents, tenants and other business partners, and could impair our ability to recruit and retain employees.
39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On March 4, 2025, the Company’s board of directors authorized the Company to repurchase shares of its Series A Preferred Stock up to an aggregate amount not to exceed the aggregate amount of proceeds from sales of the Company’s Class C Common Stock during the trailing twelve month period (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through open market purchases, block purchases, privately negotiated transactions or other methods of acquiring shares permitted by applicable law, and the amount and timing of any repurchases will be dependent on various factors, including market conditions and corporate and regulatory considerations. Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act.
On January 16, 2026, the Company’s board approved an amendment to the Repurchase Program to (1) extend the expiration date of the Repurchase Program from December 31, 2026 to December 31, 2027 and (2) set the maximum amount of shares of Series A Preferred Stock that may be repurchased under the Repurchase Program at $49.6 million, including shares of Series A Preferred Stock that had been repurchased as of January 16, 2026.
Issuer Purchases of Series A Preferred Stock
| Period | Total Number of Shares (or Units) Purchased | Average Price Paid Per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| April 1-30, 2026 | 2,803 | $ | 24.900 | 2,803 | $ | 41,940 | ||||||||||||||||||||
| May 1-31, 2026 | — | — | — | 41,940 | ||||||||||||||||||||||
| June 1-30, 2026 | — | — | — | 41,940 | ||||||||||||||||||||||
| Total | 2,803 | $ | 24.900 | 2,803 | $ | 41,940 | ||||||||||||||||||||
Item 5. Other Information
During the three months ended June 30, 2026, none of our directors or officers adopted terminated
Item 6. Exhibits
The exhibits listed on the Exhibit Index below are included herewith or incorporated herein by reference.
40
EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (and are numbered in accordance with Item 601 of Regulation S-K)
| Exhibit | Description | ||||
| 2.1+ | |||||
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 3.4 | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1** | |||||
| 101.INS* | XBRL INSTANCE DOCUMENT | ||||
| 101.SCH* | XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT | ||||
| 101.CAL* | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | ||||
| 101.DEF* | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE | ||||
| 101.LAB* | XBRL TAXONOMY EXTENSION LABELS LINKBASE | ||||
| 101.PRE* | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE | ||||
| 104* | COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101) | ||||
* Filed herewith.
** Furnished herewith. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
+ Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted annexes, schedules or exhibits to the SEC upon request.
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| Modiv Industrial, Inc. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ AARON S. HALFACRE | |||||||
| Aaron S. Halfacre | ||||||||
| Chief Executive Officer (principal executive officer) | ||||||||
| By: | /s/ JOHN C. RANEY | |||||||
| John C. Raney | ||||||||
| Chief Financial Officer (principal financial officer) | ||||||||
Date: August 11, 2026