Modiv Inc-C 2025年度报告

SECURITIES AND EXCHANGE COMMISSION FORM 10-K________________________________________________________ (Mark One) OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-40814 MODIV INDUSTRIAL, INC. (Exact Name of Registrant as Specified in Its Charter)________________________________________________________ 1500 North Grant Street #5609Denver, CO80203(Address of Principal Executive Offices)(Zip Code) (888) 686-6348 (Registrant’s Telephone Number, Including Area Code)________________________________________________________ Securities registered pursuant to Section 12(b) of the Act: 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 the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such 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, smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. LargeacceleratedfilerNon-accelerated filer 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 the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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-basedcompensation 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 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate marketvalue ofits Class C common stock held by non-affiliateswas $142.9 million, calculated by reference to the closing price of the Registrant’sClass C common stock on the New York Stock Exchange on June30, 2025, of $14.08 per share. As of March20, 2026, there were 10,319,480 outstanding 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 to thedefinitive proxy statement to be filed by the registrant within 120 days of December31, 2025. Only those portions of the definitive proxystatement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K. TABLE OF CONTENTS PART IITEM 1.BUSINESS5ITEM 1A.RISK FACTORS9ITEM 1B.UNRESOLVED STAFF COMMENTS27ITEM 1C.CYBERSECURITY27ITEM 2.PROPERTIES29ITEM 3.LEGAL PROCEEDINGS30ITEM 4.MINE SAFETY DISCLOSURES31PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES31ITEM 6.[RESERVED]34ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS35ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK45ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA45ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE45ITEM 9A.CONTROLS AND PROCEDURES45ITEM 9B.OTHER INFORMATION46ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS46PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE46ITEM 11.EXECUTIVE COMPENSATION46ITEM 12.SECURITY