Document

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): December 15, 2021

Modiv Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-40814

47-4156046

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

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

7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share

MDVA

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 x

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. x


Item 8.01.						Other Events.

Series A Preferred Stock Dividend Declaration

As previously disclosed in Modiv Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, on November 11, 2021, the Company’s board of directors authorized and the Company declared dividends on the Company’s 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), of $1,065,278 for the fourth quarter of 2021, which includes $143,403 of accrued dividends as of September 30, 2021, which are payable on January 15, 2022 (the “Fourth Quarter Dividend”). The Fourth Quarter Dividend will be payable to holders of record of the Company’s Series A Preferred Stock as of the close of business on December 31, 2021.

As previously announced, dividends on the Company’s Series A Preferred Stock accrue in an amount equal to $1.84375 per share per year or $0.46094 per share per quarter. The Fourth Quarter Dividend will be paid at a rate of $0.53264 per share which includes the period commencing on September 17, 2021, when the shares of Series A Preferred Stock were first issued, through September 30, 2021, plus the period commencing October 1, 2021 through December 31, 2021.

Safe Harbor Statement

There is no guarantee that the Company’s board of directors 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 Company’s board of directors based on the Company’s financial condition and such other factors as the board of directors 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.

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: December 15, 2021