UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~October~~November 1714, 2025

Modiv Industrial, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-40814

47-4156046

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)


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

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

None

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

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


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


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


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


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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class C Common Stock, $0.001 par value per share

MDV

New York Stock Exchange

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

MDV.PA

New York Stock Exchange

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

Emerging growth company ☐

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

Item 72.~~01.~~02 Results ~~Regulation~~of FDOperations ~~Disclosure.~~and Financial Condition

~~Press~~On ~~Release~~November 14, 2025, Modiv Industrial, Inc., a Maryland corporation (the “Company”), issued an earnings press release relating to the Company’s financial results for the third quarter ended September 30, 2025. A copy of the press release is available on the Company’s website, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company also released supplemental data on the Company’s website relating to the Company’s portfolio information as of September 30, 2025 and its financial results for the third quarter ended September 30, 2025. A copy of the supplemental data is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

OnThe ~~October 17,~~information ~~2025,~~in ~~the~~this ~~Company,~~Current ~~issued a press release announcing (i) that it will report financial results for the quarter ended September 30~~Report, ~~2025~~including ~~after~~Exhibits ~~market~~99.1 ~~closes~~and ~~on Friday~~99.2, ~~November~~shall ~~14,~~not ~~2025~~be ~~and~~deemed ~~(ii)~~“filed” ~~the~~for ~~declaration~~purposes of ~~monthly~~Section ~~distributions~~18 onof the ~~Company’s~~Securities ~~Class~~Exchange CAct ~~common~~of ~~stock~~1934, ~~$0.001~~as ~~par~~amended ~~value per share~~ (the “~~Common~~Exchange ~~Stock~~Act”), ~~for~~or ~~October,~~otherwise ~~November~~subject ~~and~~to ~~December~~the ~~2025,~~liabilities ~~a copy~~ of ~~which~~that ~~is attached hereto as Exhibit 99~~section.1. The information ~~set forth~~ in ~~Item 7.01 of~~ this Current Report ~~on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and~~ shall not be ~~deemed~~incorporated toby bereference ~~“filed”~~into ~~for~~any ~~purposes~~registration ofstatement ~~Section~~or 18other ofdocument pursuant to the Securities ~~Exchange~~ Act of ~~1934~~1933, as amended (the “~~Exchange~~Securities Act”), or ~~otherwise~~the ~~subject~~Exchange toAct, ~~the~~unless ~~liabilities~~it ofis ~~that~~specifically ~~Section.~~incorporated ~~The~~by ~~information~~reference ~~set~~therein. ~~forth~~References into ~~Item~~the ~~7.01~~Company’s ofwebsite in this Current Report on Form 8-K, ~~including~~and ~~Exhibit~~in the attached Exhibits 99.1, ~~shall~~and ~~not~~99.2 beto ~~deemed~~this ~~incorporated~~Current byReport ~~reference~~on ~~into~~Form ~~any~~8-K ~~filing~~do ~~under~~not ~~the~~incorporate ~~Exchange~~by ~~Act~~reference or the ~~Securities~~information ~~Act~~on ofsuch ~~1933,~~website asinto ~~amended,~~this ~~regardless~~Current ofReport ~~any~~on ~~general~~Form ~~incorporation~~8-K ~~language~~and inthe Company disclaims any such ~~filing~~incorporation by reference.

Item 87.01. Regulation ~~Other~~FD ~~Events.~~Disclosure

~~Monthly~~The ~~Distributions~~disclosure ~~for~~contained ~~Common~~in ~~Stock~~Item ~~Declared~~2.02 is incorporated herein by reference.

On October 7, 2025, the Board authorized and the Company declared a distribution on the Common Stock, at a rate of $0.0975 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on October 31, 2025 (the “October Dividend”). The October Dividend will be payable on or about November 14, 2025.

Also, on October 7, 2025, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.0975 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on November 28, 2025 (the “November Dividend”). The November Dividend will be payable on or about December 15, 2025.

Also, on October 7, 2025, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.0975 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on December 31, 2025 (the “December Dividend”). The December Dividend will be payable on or about January 15, 2026.

The per share monthly distribution rate of $0.0975 per share of Common Stock represents an annual distribution rate of $1.17 which is consistent with the annualized dividend rate that has been paid since January 31, 2025.

Safe Harbor Statement

There is no guarantee that the Company’s Board will authorize, or that the Company will declare, additional dividends in the future, and the amount of future dividends, if any, and the authorization and payment thereof, will be determined by the Board based on the Company’s financial condition and such other factors as the Board deems relevant. Certain statements contained in this Current Report on Form 8-K, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not limited to, statements regarding our plans, strategies and prospects, both business and financial. These forward-looking statements can be identified by the use of words such as “believes,” “potential,” “may,” “will,” “should,” “intends,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”). Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in the Company’s other filings with the SEC. Any forward-looking statements herein speak only as of the time when made and are based on information available to the Company as of such date and are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, unless required by law.


Item 9.01.						Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Modiv Industrial, Inc. Press Release dated ~~October~~November 1714, 2025
99.2			Modiv Industrial, Inc. Supplemental Data for the Quarter Ended September 30, 2025
104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

Safe Harbor Statement

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

SIGNATURE

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


MODIV INDUSTRIAL, INC. (Registrant)

By:	/s/ RAYMOND J. PACINI
	Name:	Raymond J. Pacini
	Title:	Chief Financial Officer

Date: ~~October 17~~November 14, 2025

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