MODIV INDUSTRIAL, INC. 8-K

What Happened

• Modiv Industrial, Inc. (MDV) filed an 8-K reporting a Fourth Amendment to its credit agreement, management changes, and declarations of monthly common-stock distributions. The Fourth Amendment (dated January 16, 2026) extends the company’s credit facility maturity by 18 months to July 18, 2028, removes a 10-basis-point SOFR adjustment, and permits repurchases of the company’s 7.375% Series A preferred stock under specified funding conditions. On the same date, long-time CFO Raymond J. Pacini (age 70) notified the Board he will resign as CFO, Secretary and Treasurer effective upon filing the 2025 Form 10‑K but will remain an Executive Vice President. John C. Raney (age 45), currently General Counsel and COO, was appointed CFO and Secretary effective upon Mr. Pacini’s resignation. The company also announced monthly distributions on its Class C common shares for January, February and March 2026.

Key Details

• Credit amendment: maturity extended to July 18, 2028; 10 bps SOFR adjustment removed; preferred-stock repurchases allowed if funded by issuance proceeds or asset-sale proceeds within the trailing 12 months.
• CFO change: Raymond J. Pacini to resign as CFO/Secretary/Treasurer upon 2025 Form 10‑K filing; will remain Executive VP. John C. Raney appointed CFO/Secretary, will continue as General Counsel and COO; no change in Mr. Raney’s compensation.
• Dividends: monthly distribution of $0.10 per common share (annualized $1.20) declared for Jan (record 1/30/26, payable ~2/13/26), Feb (record 2/27/26, payable ~3/13/26) and Mar (record 3/31/26, payable ~4/15/26).
• Preferred repurchase program amended: expiration extended to 12/31/2027; total repurchase cap set at $49,648,077 (including $7,637,027 repurchased to date), leaving $42,011,050 available.
• DRIP termination: the Distribution Reinvestment Plan for common stock will terminate effective February 15, 2026; January distributions for registered DRIP participants will still be reinvested, but cash payments begin with the February dividend.

Why It Matters

• The credit amendment extends liquidity runway and removes a small SOFR premium, which can affect borrowing cost and financing flexibility; allowing preferred repurchases when funded by equity issuance or asset sales provides a path to reduce preferred share obligations without drawing on operating cash. The CFO transition shifts financial reporting responsibility to an internal executive (John Raney) with existing leadership roles, suggesting continuity in corporate finance and legal oversight. The declared monthly $0.10 distributions (annualized $1.20) are immediately relevant to income-focused shareholders and the DRIP termination changes how distributions will be received going forward. Investors should watch the timing of the CFO transition (tied to the 2025 Form 10‑K filing), any future repurchase activity under the amended program, and subsequent dividend authorizations.