Modiv Inc-C 2024年度报告

FORM10-K________________________________________________________ (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number001-40814________________________________________________________ MODIV INDUSTRIAL, INC. (Exact Name of Registrant as Specified in Its Charter)________________________________________________________ (State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.) (Address of Principal Executive Offices)(Zip Code) (888)686-6348(Registrant’s Telephone Number, Including Area Code)________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant 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, smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).Yes☐No☒ As of June 28, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregatemarket value ofits Class C common stock held by non-affiliateswas $134,076,555, calculated by reference to the closing price of theRegistrant’s Class C common stock on the New York Stock Exchange on June 28, 2024, of $14.14 per share. As of February28, 2025, there were9,966,527outstanding shares of the Registrant’s Class C common stock. Documents Incorporated by Reference: The information that is required to be included in Part III of this Annual Report on Form 10-K is incorporated by reference tothe definitive proxy statement to be filed by the registrant within 120 days of December31, 2024. Only those portions of the definitiveproxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I5ITEM 1.BUSINESS24ITEM 1A.RISK FACTORS5ITEM 1B.UNRESOLVED STAFF COMMENTS24ITEM 1C.CYBERSECURITY29ITEM 2.PROPERTIES31ITEM 3.LEGAL PROCEEDINGS33ITEM 4.MINE SAFETY DISCLOSURES33PART II33ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES33ITEM 6.[RESERVED]35ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS36ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK49ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA49ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE49ITEM 9A.CONTROLS AND PROCEDURES49ITEM 9B.OTHER INFORMATION50ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS5