none-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40814

MODIV INDUSTRIAL, INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland						47-4156046
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

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

(888) 686-6348

(Registrant’s telephone number, including area code)


None

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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, a smaller reporting company, 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.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of May 5, 2026, there were 10,323,670 outstanding shares of the Registrant’s Class C common stock.

TABLE OF CONTENTS

FORM 10-Q

INDEX


PART I -	FINANCIAL INFORMATION		3

	Item 1.	Financial Statements (Unaudited)	3

		Condensed Consolidated Balance Sheets - March 31, 2026 and December 31, 2025	4

		Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2026 and 2025	5

		Condensed Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2026 and 2025	6

		Condensed Consolidated Statements of Equity - Three Months Ended March 31, 2026 and 2025	7



		Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025	8

		Notes to Condensed Consolidated Financial Statements	10

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

	Item 4.	Controls and Procedures	36

PART II	OTHER INFORMATION		36

	Item 1.	Legal Proceedings	36

	Item 1A.	Risk Factors	36

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

	Item 5.	Other Information	39

	Item 6.	Exhibits	39

SIGNATURES			41

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

MODIV INDUSTRIAL, INC.

Condensed Consolidated Balance Sheets

(in thousands, except shares and per share data)

(unaudited)





	March 31, 2026		December 31, 2025
Assets
Real estate investments:
Land	$	108,600	$	98,175
Buildings and improvements	388,066		383,540

Tenant origination and absorption costs	13,540		13,638
Total investments in real estate property	510,206		495,353
Accumulated depreciation and amortization	(71,435)		(73,208)
Total real estate investments, net, excluding unconsolidated investment in real estate property and real estate investments held for sale, net	438,771		422,145
Unconsolidated investment in a real estate property	—		9,437
Total real estate investments, net, excluding real estate investments held for sale, net	438,771		431,582
Real estate investments held for sale, net	10,628		3,901
Total real estate investments, net	449,399		435,483
Cash and cash equivalents	4,477		14,381

Tenant deferred rent and other receivables	24,581		23,436
Above-market lease intangibles, net	1,156		1,169
Prepaid expenses and other assets	2,323		1,988

Interest rate swap derivatives	2,243		—
Other assets related to real estate investments held for sale	105		—
Total assets	$	484,284	$	476,457

Liabilities and Equity


Mortgage notes payable, net	$	23,708	$	11,994
Credit facility term loan, net	249,714		249,489
Accounts payable, accrued and other liabilities	4,262		3,831
Distributions payable	2,056		2,031
Below-market lease intangibles, net	6,835		7,067


Total liabilities	286,575		274,412

Commitments and contingencies (Note 10)

7.375% Series A cumulative redeemable perpetual preferred stock, $0.001 par value; $25.00 per share liquidation preference; 1,680,391 shares authorized and outstanding as of March 31, 2026 and 1,701,500 shares authorized and outstanding as of December 31, 2025	2		2
Class C common stock, $0.001 par value, 300,000,000 shares authorized; 10,790,989 shares issued and 10,323,670 shares outstanding as of March 31, 2026, and 10,766,709 shares issued and 10,299,390 outstanding as of December 31, 2025	11		11
Additional paid-in-capital	337,624		337,028
Treasury stock, at cost, 467,319 shares held as of each March 31, 2026 and December 31, 2025	(7,112)		(7,112)
Cumulative distributions and net losses	(172,080)		(168,100)
Accumulated other comprehensive income	865		919
Total Modiv Industrial, Inc. equity	159,310		162,748
Noncontrolling interests in the Operating Partnership	38,399		39,297
Total equity	197,709		202,045
Total liabilities and equity	$	484,284	$	476,457

See accompanying notes to condensed consolidated financial statements.

Table of Contents

MODIV INDUSTRIAL, INC.

Condensed Consolidated Statements of Operations

(in thousands, except shares and per share data)

(unaudited)


	Three Months Ended March 31,
		2026		2025

Revenue:


Rental		$	11,692	$	11,727
Other property		11		66
Total revenue		11,703		11,793

Expenses:
General and administrative		1,507		1,993
Stock compensation		804		484
Depreciation and amortization		3,718		3,818
Property		905		846
Merger		565		—

Total expenses		7,499		7,141

Gain on sale of real estate investments, net		—		84
Operating income		4,204		4,736

Other income (expense):
Interest and other income		25		62

Income from unconsolidated investment in a real estate property		38		79
Interest expense, net of unrealized gain on interest rate swaps and derivative settlements		(4,562)		(4,048)



Other expense, net		(4,499)		(3,907)

Net (loss) income		(295)		829
Net loss attributable to noncontrolling interests in Operating Partnership		208		—
Net (loss) income attributable to Modiv Industrial, Inc.		(87)		829
Preferred stock dividends		(775)		(827)
Net (loss) income attributable to common stockholders		$	(862)	$	2

Loss per share attributable to common stockholders:
Basic		$	(0.11)	$	(0.01)

Loss per share attributable to common stockholders and Class C OP Units:
Diluted		$	(0.11)	$	(0.01)

Weighted-average number of common shares outstanding
Basic		10,313,193		9,972,967

Diluted		11,906,521		11,317,765

Distributions declared per common share		$	0.3000	$	0.2925

See accompanying notes to condensed consolidated financial statements.

Table of Contents

MODIV INDUSTRIAL, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)


	Three Months Ended March 31,
		2026		2025

Net (loss) income		$	(295)	$	829
Other comprehensive income (loss): cash flow hedge adjustments
Amortization of unrealized holding gain on interest rate swap		(250)		(250)
Unrealized loss on interest rate derivatives		(272)		(966)
Amortization of off-market interest rate derivatives		539		784

Comprehensive (loss) income		(

SEC Form 10-Q filed by Modiv Industrial Inc.