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): March 4, 2025

Modiv Industrial, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-40814	47-4156046
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2195 South Downing Street
---	---
Denver, Colorado	80210
(Address of principal executive offices)	(Zip Code)

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

None

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class C Common Stock, $0.001 par value per share	MDV	New York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share	MDV.PA	New York Stock Exchange

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

Emerging growth company  ☐

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

Item 8.01.	Other Events.

On March 4, 2025, Modiv Industrial, Inc. (the “Company”) and Modiv Operating Partnership, LP (the “Operating Partnership”) entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated At Market Issuance Sales Agreement, dated November 13, 2023 (the “Sales Agreement”), pursuant to which the Company may offer and sell, from time to time through the agents, shares of its Class C common stock, $0.001 par value per share, having an aggregate offering price of up to $50.0 million (the “ATM Shares”). The purpose of the Amendment was, among other things, to update the definition of “Agents” under the Sales Agreement. As of the date of the Amendment, ATM Shares having an aggregate gross sales price of up to approximately $40.3 million remain available for issuance under the Sales Agreement.

A copy of the Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	Amendment No. 1, dated March 4, 2025, to the Amended and Restated At Market Issuance Sales Agreement, dated November 13, 2023.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

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

MODIV INDUSTRIAL, INC.<br>(Registrant)
By:	/s/ RAYMOND J. PACINI
	Name:	Raymond J. Pacini
	Title:	Chief Financial Officer

Date: March 4, 2025

Document

Exhibit 1.1

Modiv Industrial, Inc.

Class C Common Stock (par value $0.001 per share)

Amendment No. 1 to Amended and Restated At Market Issuance Sales Agreement

March 4, 2025

Truist Securities, Inc.<br><br>3333 Peachtree Road NE, 11th Floor<br><br>Atlanta, Georgia 30326	A.G.P./Alliance Global Partners, LLC<br><br>590 Madison Avenue, 28th Floor<br><br>New York, NY 10022
Janney Montgomery Scott LLC<br><br>1717 Arch Street<br><br>Philadelphia, PA 19103	Lucid Capital Markets, LLC<br><br>570 Lexington Avenue<br><br>New York, NY 10022
Colliers Securities LLC<br><br>90 South 7th Street, Suite 4300<br><br>Minneapolis, MN 55402	Huntington Securities Inc.<br><br>41 South High Street<br><br>Columbus, OH 43215

Ladies and Gentlemen:

Reference is made to the Amended and Restated At Market Issuance Sales Agreement, dated November 13, 2023, by and among Modiv Industrial, Inc., a Maryland corporation (the “Company”), and Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and each of Robert W. Baird & Co. Incorporated, Truist Securities, Inc., BMO Capital Markets Corp., B. Riley Securities, Inc., Janney Montgomery Scott LLC and Colliers Securities LLC, related to the issuance and sale of the Company’s Class C common stock, par value $0.001 per share (the “Common Stock”), pursuant to the terms thereof (the “Agreement”).

The Company, the Operating Partnership, Truist Securities, Inc., Janney Montgomery Scott LLC, Colliers Securities LLC, A.G.P. Alliance Global Partners, LLC, Lucid Capital Markets, LLC and Huntington Securities Inc. (each, an “Agent” and, collectively, the “Agents”) wish to amend the Agreement through this Amendment No. 1 to the Agreement (this “Amendment”) to (i) add A.G.P. Alliance Global Partners, LLC, Lucid Capital Markets, LLC and Huntington Securities Inc. as agents under the Agreement, (ii) reflect the removal of Robert W. Baird & Co., BMO Capital Markets Corp. and B. Riley Securities, Inc. as agents under the Agreement and (iii) make certain other changes to the Agreement, in each case with effect on and after the date hereof (the “Effective Date”). Unless otherwise specified herein, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

1.Representation and Warranty. Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Agent that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and the Operating Partnership.

2.Amendments to the Agreement. The Company, the Operating Partnership and the Agents agree, from and after the Effective Date, that:

a.As of the date hereof, (i) each of A.G.P. Alliance Global Partners, LLC, Lucid Capital Markets, LLC and Huntington Securities Inc. is hereby added as a party to the Agreement, (ii) each of A.G.P. Alliance Global Partners, LLC, Lucid Capital Markets, LLC and Huntington Securities Inc. is hereby included within the defined term “Agents” for all purposes hereunder and under the Agreement and (iii) each of Robert W. Baird & Co., BMO Capital Markets Corp. and B. Riley Securities, Inc. shall not be included within the defined term “Agents” for all purposes hereunder and under the Agreement.

b.The first sentence of the first paragraph of the Agreement is hereby amended and restated in its entirety as follows:

Each of Modiv Industrial, Inc., a Maryland corporation (the “Company”), and Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), confirms its agreement with each of Truist Securities, Inc., Janney Montgomery Scott LLC, Colliers Securities LLC, A.G.P. Alliance Global Partners, LLC, Lucid Capital Markets, LLC and Huntington Securities Inc. (each, an “Agent” and, collectively the “Agents”) on the terms set forth in this Amended and Restated At Market Issuance Sales Agreement (this “Agreement”).

c.The first sentence of Section 5 (b) of the Agreement is hereby amended and restated in its entirety as follows:

Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the first (1st) Trading Day (or such other day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”).

d.Section 14 of the Agreement is hereby amended and restated in its entirety as follows:

All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agents, shall be delivered to:

Truist Securities, Inc.<br><br>3333 Peachtree Road NE, 11th Floor<br><br>Atlanta, Georgia 30326<br><br>Attention: Equity Capital Markets<br><br>Telephone: (404) 926-5832<br><br>Email: dl.atm.offering@truist.com	A.G.P./Alliance Global Partners, LLC<br><br>590 Madison Avenue, 28th Floor<br><br>New York, NY 10022<br><br>Attention: Thomas J. Higgins, Managing Director<br><br>Telephone: (212) 624-2060<br><br>Email: atm@allianceg.com
Janney Montgomery Scott LLC<br><br>1717 Arch Street<br><br>Philadelphia, PA 19103<br><br>Attention: Dave Lau<br><br>Telephone: (617) 557-2971<br><br>Email: dlau@janney.com	Lucid Capital Markets, LLC<br><br>570 Lexington Avenue<br><br>New York, NY 10022<br><br>Attention: Jeff Caliva<br><br>Telephone: 917-697-1345<br><br>Email: jcaliva@lucidcm.com
Colliers Securities LLC<br><br>90 South 7th Street, Suite 4300<br><br>Minneapolis, MN 55402<br><br>Attention: David Edwards<br><br>Telephone: (612) 317-2152<br><br>Email: David.Edwards@Colliers.com<br><br>With a copy to Keith Getter<br><br>Email: Keith.Getter@Colliers.com	Huntington Securities Inc.<br><br>41 South High Street<br><br>Columbus, OH 43287<br><br>Attention: Peter Dippolito<br><br>Telephone: (614) 480-1377<br><br>Email: peter.dippolito@huntington.com,<br><br>with copy to equitycapitalmarkets@huntington.com

with a copy to:

Hogan Lovells US LLP

555 13th Street, NW

Washington, DC 20004

Attention:    Andrew S. Zahn

Telephone:    (202) 637-3658

Email:    andrew.zahn@hoganlovells.com

and if to the Company, shall be delivered to:

Modiv Industrial, Inc.

2195 South Downing Street

Denver, Colorado 80210

Attention:    John Raney

Telephone:    (949) 742-4855

Email:    jraney@modiv.com

with a copy to:

Morrison & Foerster LLP

2100 L Street, NW, Suite 900

Washington, DC 20037

Attention:    Andrew P. Campbell

Telephone:    (202) 887-1584

Email:    andycampbell@mofo.com

Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email, or by verifiable facsimile transmission on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

e.The list of Notice Parties on Schedule 3 to the Agreement is hereby replaced by the list of Notice Parties on Schedule 1 hereto.

3.Obligations Binding upon New Parties to the Agreement. A.G.P. Alliance Global Partners, LLC, Lucid Capital Markets, LLC and Huntington Securities Inc. shall be considered Agents under the Agreement and shall be subject to the obligations and entitled to the benefits thereof to the same extent as if they were a party to the Agreement in such capacities from and after the date hereof.

4.No Other Amendments; References to Agreements. This Amendment and the Agreement as amended hereby contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of Placement Shares prior to the Effective Date or on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definition of “Agent” contained in the Agreement.

5.GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

6.CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH

7.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission or email of a .pdf attachment.

8.Effect of Headings. The section and Schedule headings herein are for convenience only and shall not affect the construction hereof.

9.Successors and Assigns This Amendment shall be binding upon each party hereto and their successors and assigns and any successor or assign of any substantial portion of the party’s respective businesses and/or assets.

[Remainder of the page intentionally left blank]

If the foregoing correctly sets forth the understanding between the Company, the Operating Partnership and the Agents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company, the Operating Partnership and the Agents.

Very truly yours,

MODIV INDUSTRIAL, INC.

By:    /s/ Raymond J. Pacini

Name:    Raymond J. Pacini

Title:    Chief Financial Officer

MODIV OPERATING PARTNERSHIP, LP

By:    /s/ Raymond J. Pacini

Name:    Raymond J. Pacini

Title:    Chief Financial Officer

[Signature Page to Amendment No. 1 to Amended and Restated At Market Issuance Sales Agreement]

ACCEPTED as of the date first-above written:

TRUIST SECURITIES, INC.

By:    /s/ Geoffrey Fennel

Name:    Geoffrey Fennel

Title:    Director

JANNEY MONTGOMERY SCOTT LLC

By:    /s/ David Lau

Name:    David Lau

Title:    Managing Director, Head of Equities

COLLIERS SECURITIES LLC

By:    /s/ David Edwards

Name:    David Edwards

Title:    Managing Director

A.G.P./ALLIANCE GLOBAL PARTNERS, LLC

By:    /s/ Thomas J. Higgins

Name:    Thomas J. Higgins

Title:    Managing Director

LUCID CAPITAL MARKETS, LLC

By:    /s/ Jeffrey Caliva

Name:    Jeffrey Caliva

Title:    Managing Director

HUNTINGTON SECURITIES INC.

By:    /s/ Peter Dippolito

Name:    Peter Dippolito

Title:    Senior Managing Director

[Signature Page to Amendment No. 1 to Amended and Restated At Market Issuance Sales Agreement]

SCHEDULE 1

Notice Parties

[On file with Company]