8-K

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

June 6, 2022

Date of Report (Date of earliest event reported)

INDUS REALTY TRUST, INC.

(Exact name of registrant as specified in charter)

Maryland	06-0868496
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
(Commission File Number)	1-12879
641 Lexington Avenue, New York, New York	10022
(Address of principal executive offices)	(Zip Code)
Registrant’s Telephone Number, including Area Code	(212) 218-7910

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	INDT	The Nasdaq Stock Market LLC

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 7.01 Regulation FD Disclosure.

A copy of the presentation of INDUS Realty Trust, Inc. (“INDUS” or the “Registrant”) that will be posted to INDUS’s website and used for its Nareit REITweek presentation on June 7-9, 2022 is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained and referenced in this Item 7.01, including the presentation attached as Exhibit 99.1, is being “furnished” and shall not be deemed “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 Section 18 of the Exchange Act. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	Ft
99.1	The Registrant’s June 7-9, 2022 Nareit REITweek Presentation (attached hereto)
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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.

	INDUS REALTY TRUST, INC.
	By:	/s/ Jon W. Clark
		Jon W. Clark
Date: June 6, 2022		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Exhibit 99.1

This presentation contains “forward - looking statements” based upon the Company’s current best judgment & expectations .. You can identify forward - looking statements by the use of forward - looking expressions such as “may,” “will,” “should,” “expect,” “believe,” “anticipate,” “assume,” “estimate,” “intend,” “plan,” “annualized,” “project,” “continue” or any negative or other variations on such expressions .. Any statements contained in this presentation that relate to future events, including, without limitation, statements regarding our expected future growth, intended disposition of the Office/Flex Portfolio and the 18 , 000 square foot building that is located adjacent to the Office/Flex Portfolio, strategy of being a pure - play Industrial/Logistics REIT, potential sales and acquisitions, planned development and construction, planned expansions into new markets, anticipated leasing activities, anticipated stabilization and stabilization yield, development margins and value creation, and expectations regarding our tax status, are forward - looking statements .. Although the Company believes that its plans, intentions and expectations as reflected in or suggested by those forward - looking statements are reasonable, the Company can give no assurance that the plans, intentions or expectations will be achieved .. The Company has listed below some important risks, uncertainties and contingencies which could cause its actual results, performance or achievements to be materially different from the forward - looking statements it makes in this presentation .. These risks, uncertainties and contingencies include, but are not limited to, the following : risks related to the COVID - 19 pandemic ; the success or failure of the Company's efforts to implement its current business strategy ; the Company's ability to complete contemplated acquisitions, dispositions and development projects, and identify and complete additional property acquisitions and non - core asset dispositions and risks of real estate acquisitions and dispositions ; anticipated or targeted stabilization and underwritten stabilized Cash NOI yields (as defined in the Appendix) for planned development and acquisition activities ; availability of investment opportunities on real estate assets ; the performance and financial condition of tenants and corporate customers ; expectations regarding potential lease - ups or rental yields ; the adequacy of the Company's cash reserves, working capital and other forms of liquidity ; the availability, terms and deployment of short - term and long - term capital ; demand for industrial space ; the actions of the Company’s competitors and the Company’s ability to respond to those actions ; the timing of cash flows from the Company's investments ; the cost and availability of the Company's financings, which depends in part on the Company's asset quality, the nature of the Company's relationships with its lenders and other capital providers, the Company's business prospects and outlook and general market conditions ; increases in financing and other costs, including a rise in interest rates ; economic conditions generally and in the real estate markets and the capital markets specifically ; local economic or political conditions that could adversely affect the Company’s earnings and cash flows ; and other factors discussed under Part I, Item 1 A, “Risk Factors” of the Company's Annual Report on Form 10 - K for the year ended December 31 , 2021 , as updated by the Company’s other filings with the Securities and Exchange Commission (the “SEC”) .. Any forward - looking statements in this presentation, including guidance for future periods, speaks only as of the date on which it was made .. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them .. The Company assumes no obligation to update any forward - looking statements, whether as a result of new information, future events, or otherwise .. In evaluating forward - looking statements, you should consider these risks and uncertainties, together with the other risks described from time to time in the Company's reports and documents which are filed with the SEC, and you should not place undue reliance on those statements .. The risks included here are not exhaustive .. Other sections of this presentation may include additional factors that could adversely affect the Company's business and financial performance .. Moreover, the Company operates in a very competitive and rapidly changing environment .. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward - looking statements .. Given these risks and uncertainties, investors should not place undue reliance on forward - looking statements as a prediction of actual results .. This presentation refers to certain financial measures that were not prepared in accordance with U .. S .. generally accepted accounting principles (“GAAP”) .. Reconciliations of those non - GAAP financial measures to the most directly comparable GAAP financial measures can be found in the Appendix herein ..

✓ ▪ ✓ ✓ ✓ ▪ ▪ ✓ ▪ ✓ ✓ ✓ ▪ ▪ ▪

✓ ✓ ✓

▪

✓ ▪ ✓ ✓ ✓ ✓ ▪ ▪ ▪ ▪ ▪ ▪

✓ ✓ ▪ ▪ ▪ ▪ ▪ ✓ ▪ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪

▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪

▪ − − − − ▪ ▪ ▪ ▪ ▪ ▪

(1) (2) (3)

▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪

▪ ▪ ▪ ▪ ▪ ▪ ▪ − ▪ − ▪ ▪ − − − ▪ ▪ ▪ ▪ ▪ ▪

▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪

▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪

XML

Document and Entity Information	Jun. 06, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 06, 2022
Entity File Number	1-12879
Entity Registrant Name	INDUS REALTY TRUST, INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	06-0868496
Entity Address, Address Line One	641 Lexington Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	218-7910
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	INDT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001037390
Amendment Flag	false