8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 11, 2024

Modiv Industrial, Inc.

(Exact name of registrant as specified in its charter)

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

None

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

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

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

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

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

Emerging growth company  ☐

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

On December 11, 2024, Modiv Industrial, Inc. (the “Registrant”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable. The matters are described in detail in the Registrant’s definitive proxy statement as filed with the Securities and Exchange Commission on Schedule 14A on September 18, 2024.

Proposal No. 1 – The election of five directors for a term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualify

All of the director nominees listed below were elected by the Registrant’s stockholders to hold office until the next annual meeting of stockholders in 2025 and until his or her respective successor has been duly elected and qualifies or until his or her earlier resignation or removal, as follows:

Proposal No. 2 – The ratification of the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2024

The Registrant’s stockholders ratified the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:

Proposal No. 3 – Approval, on an advisory (non-binding) basis, of the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2023

The Registrant’s stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Registrant’s named executive officers for the year ended December 31, 2023, as follows:

Proposal No. 4 – Approval to adopt the Registrant’s 2024 Omnibus Incentive Plan

The Registrant’s stockholders approved the adoption of the Registrant’s 2024 Omnibus Incentive Plan as follows:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 11, 2024