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): February 15, 2022

Modiv Inc.
(Exact name of registrant as specified in its charter)

Maryland
 
001-40814
 
47-4156046
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

120 Newport Center Drive
Newport Beach, California
 
 92660
 
(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.PRA
 
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. ☐
graphic
 
Item 7.01
Regulation FD Disclosure.
 
Press Release

On February 18, 2022, Modiv Inc. (the “Company”) issued a press release announcing the declaration of distributions for February and March 2022 and the approval by the Company’s Board of Directors (the “Board”) of the repurchase of up to $20 million (exclusive of fees and commissions) of outstanding shares of the Company’s common stock, a copy of which is attached hereto as Exhibit 99.1. 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 to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
 
Item 8.01
Other Events.
 
Monthly Distributions Declared
 
On February 17, 2022, the Company’s Board authorized and the Company declared a distribution on the Company’s Class C common stock, $0.001 par value per share (the “Common Stock”), at a rate of $0.09583 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on February 28, 2022 (the “February Dividend”). The February Dividend will be payable on or about March 25, 2022.

Also, on February 17, 2022, the Board authorized and the Company declared a distribution on the Common Stock at a rate of $0.09583 per share of Common Stock, which will be payable to holders of record of the Common Stock as of the close of business on March 31, 2022 (the “March Dividend”). The March Dividend will be payable on or about April 25, 2022.

The per share monthly distribution rate of $0.09583 on shares of Common Stock is equivalent to an annualized rate of $1.15 per share and consistent with the annualized dividend rate paid since October 1, 2021.

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. The Company’s operating performance and the timing and amount of future dividends is subject to risks and uncertainties as described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Share Repurchase Program

On February 15, 2022, the Board authorized the Company to repurchase up to $20 million (exclusive of fees and commissions) of outstanding shares of its Common Stock (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through open market purchases, privately negotiated transactions or other methods of acquiring shares permitted by applicable law, and the amount and timing of any repurchases will be dependent on various factors, including market conditions and corporate and regulatory considerations. Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.

The Repurchase Program expires on December 31, 2022, and it may be suspended or discontinued at any time.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
 
 
Modiv Inc. Press Release dated February 18, 2022
   
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
 
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 INC.
(Registrant)
 
 
 
By:
/s/ RAYMOND J. PACINI
 
 
Name:
Raymond J. Pacini
 
 
Title:
Chief Financial Officer
 
Date: February 18, 2022
 
 
Exhibit 99.1

Modiv Announces $20 Million Share Repurchase Program and Declares Monthly Dividends for Common Shareholders

NEWPORT BEACH, CA, February 18, 2022 – Modiv Inc. (“Modiv” or the “Company”) (NYSE:MDV), an internally managed real estate investment trust (“REIT”) that acquires, owns and manages a diversified portfolio of single-tenant net-lease real estate properties, today announced the authorization of a share repurchase program and also declared a regular monthly cash dividend of $0.095833 per share for each of February and March 2022.

Modiv’s Board of Directors has authorized up to $20 million in repurchases of the Company’s outstanding shares through December 31, 2022. Purchases made pursuant to the program will be made from time to time in the open market, in privately negotiated transactions or in other manner as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time.

Additionally, the Board of Directors authorized monthly dividends payable to common stockholders of record as of February 28, 2022 and March 31, 2022, which will be paid on or about March 25, 2022, and April 25, 2022, respectively. The current monthly dividend amount of $0. 095833 per share represents an annualized dividend rate of $1.15 per share of common stock.

Aaron Halfacre, Chief Executive Officer of Modiv, commented, “The share repurchase program that we are announcing today reflects both our confidence in the long-term fundamentals of our business and the near-term considerations of a newly listed public company. Following our decision to seek a listing on the New York Stock Exchange without a large IPO that would have diluted our existing shareholders, our 2022 share repurchase program will provide us with the flexibility to deploy capital for the optimal benefit of our long-term shareholders during this early period of time when our stock could continue to be thinly traded. Based on our $28.74 net asset value per share, as fully disclosed in pages 15-17 of our prospectus filed on February 11, 2022, we believe that our current share price does not accurately reflect the underlying value of our real estate portfolio and represents an attractive long-term investment for the Company. Further, in recognition of the material price volatility experienced immediately after our listing, I encourage all investors to read our Company’s financial filings located at www.sec.gov or invest.modiv.com before making an investment decision.

In addition to our share repurchase program, we are pleased to announce that our Board of Directors authorized the dividends for February and March 2022. Since its inception, Modiv has distributed over $40 million in dividends to investors and our Board of Directors will continue to evaluate potential increases to the dividend in the future. As part of our continued effort to create value for our shareholders, our recently amended dividend reinvestment program now allows investors to elect to reinvest their dividends at up to a 3% discount to the market value immediately prior to the dividend payment dates. In total, we believe that all of our actions today reflect our investor-first focus and shareholder-friendly approach to capital management.”

About Modiv
Modiv Inc. is an internally managed REIT that acquires, owns and manages a diversified portfolio of single-tenant net-lease real estate. The Company primarily invests in industrial and retail properties that are mission critical to tenants. Driven by innovation and an investor-first focus, Modiv is committed to providing investors with Monthly Dividends and More Diversification. As of December 31, 2021, Modiv had a $500 million real estate portfolio comprising 2.4 million square feet of aggregate leasable area.  For more information, please visit: www.modiv.com.

Forward-looking Statements

Certain statements contained in this press release, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the trading of shares of the Company’s Class C common stock on the NYSE, the share repurchase program and distributions declared by the Company’s board of directors. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to those described under the section entitled “Risk Factors” in the Company’s prospectus dated February 10, 2022, the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the 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 press release 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 assumes no obligation to revise or update any such statement now or in the future, unless required by law.

Investor Inquiries:
Megan McGrath, Financial Profiles, Inc.
Mmcgrath@finprofiles.com
310-622-8248

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