Private company

MODIV INDUSTRIAL, INC.

MODIV INDUSTRIAL, INC. is an American real estate investment trust, incorporated in Maryland.1 It is headquartered in Denver, Colorado.1

Last updated Oct 20, 2026.

Overview

  • IndustryReal Estate Investment Trusts1
  • HeadquartersDenver, Colorado1
  • Incorporated inMD2
  • Business address1500 N. Grant St, 5609, Denver, Co 802032
  • Filer categoryNon-accelerated filer, Smaller reporting company2

Modiv Industrial, Inc. (“Modiv”) is an internally-managed Maryland corporation that acquires, owns and manages a portfolio of single-tenant net-lease properties throughout the United States, with a focus on critical industrial manufacturing properties with long-term leases to tenants that fuel the national economy and strengthen the nation’s supply chains. Modiv also owns three non-core, legacy retail and office real estate properties, and is gradually reducing its non-core exposure, subject to market conditions, as it furthers its focus as a pure-play industrial manufacturing real estate investment trust (“REIT”). Modiv seeks to provide investors access to MOnthly DIVidends through a durable portfolio of real estate investments designed to generate both current income and long-term growth. Modiv has operated as a REIT for U.S. federal income tax purposes beginning with the year ended De…3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

34.1%Operating margin4
2.3%Net margin4
-0.8%Revenue growth, 20254
0.7%Return on equity4
1.61×Debt to equity4

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs61¢$28.4M
  • Interest36¢$16.9M
  • Profit2¢$1.1M

Out of $46.4M in revenue.4

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$15.0M

Out of $15.0M of cash from operations.4

Financial statements

Revenue56784$46.4M in 2025+89% since 2019
0$20.0M$40.0M$60.0M2019: $24.5M$24.5M20192020: $38.6M$38.6M2020+57%2021: $37.9M$37.9M2021−2%2022: $46.2M$46.2M2022+22%2023: $47.2M$47.2M2023+2%2024: $46.8M$46.8M2024−1%2025: $46.4M$46.4M2025−1%
Operating income567984$15.8M in 2025
-$60.0M-$40.0M-$20.0M0$20.0M$40.0M2019: -$4.7M-$4.7M20192020: -$48.7M-$48.7M2020+933%2021: -$1.5M-$1.5M2021−97%2022: $4.9M$4.9M20222023: $2.6M$2.6M2023−47%2024: $22.0M$22.0M2024+742%2025: $15.8M$15.8M2025−28%
Net income567984$1.1M in 2025
-$60.0M-$40.0M-$20.0M0$20.0M2019: -$4.4M-$4.4M20192020: -$49.1M-$49.1M2020+1013%2021: -$435.5K-$435.5K2021−99%2022: -$3.3M-$3.3M2022+655%2023: -$6.6M-$6.6M2023+101%2024: $6.0M$6.0M20242025: $1.1M$1.1M2025−82%
Fiscal year2019202020212022202320242025
Revenue$24.5M5$38.6M6$37.9M7$46.2M7$47.2M8$46.8M4$46.4M4
Operating expenses$45.6M7$51.1M9$42.9M8$28.1M4$33.1M4
Operating income-$4.7M5-$48.7M6-$1.5M7$4.9M9$2.6M8$22.0M4$15.8M4
Interest$7.4M5$11.5M6$7.6M7$8.1M9$13.8M8$16.2M4$16.9M4
Net income-$4.4M5-$49.1M6-$435.5K7-$3.3M9-$6.6M8$6.0M4$1.1M4
Earnings per share-$6.146-$0.207-$0.939-$1.368$0.254-$0.314
Earnings per share (diluted)-$6.146-$0.207-$0.939-$1.368$0.254-$0.314
Shares (weighted, basic)7.5M shares77.5M shares97.6M shares89.3M shares410.1M shares4
Shares (weighted, diluted)7.5M shares77.5M shares99.1M shares811.2M shares411.7M shares4

Compare MODIV INDUSTRIAL, INC. with another company

Corporate structure

MODIV INDUSTRIAL, INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of MODIV INDUSTRIAL, INC.

  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on MODIV INDUSTRIAL, INC., latest Oct 31, 2025 (2 filings since Jul 29, 2025)
  • BlackRock Filed SCHEDULE 13G on MODIV INDUSTRIAL, INC., latest Oct 17, 2025
  • First City Investment Group, LLC Filed SCHEDULE 13G/A on MODIV INDUSTRIAL, INC., latest Aug 12, 2024 (2 filings since Feb 22, 2024)
  • Group of Trophy, LLC Filed SCHEDULE 13G/A on MODIV INDUSTRIAL, INC., latest Feb 22, 2024 (2 filings since Jun 15, 2022)
  • MODIV INDUSTRIAL, INC. Denver, Colorado

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What MODIV INDUSTRIAL, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$98.2M4 Dec 31, 2025$98.0M4 Dec 31, 2024+0.2%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$422.1M4 Dec 31, 2025$442.2M4 Dec 31, 2024−4.5%
Real estate investments, at cost$495.4M4 Dec 31, 2025$501.7M4 Dec 31, 2024−1.3%
Real estate accumulated depreciation$73.2M4 Dec 31, 2025$59.5M4 Dec 31, 2024+23.0%
Real estate properties424 Dec 31, 2025438 Dec 31, 2024−2.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$14.4M4 Dec 31, 2025$11.5M4 Dec 31, 2024+24.7%

Properties, in its own words

Properties and Investment:

As of December 31, 2025, we owned a real estate investment portfolio consisting of 42 operating properties, comprised of 39 industrial properties, including our approximate 72.7% TIC Interest in an industrial property in Santa Clara, California and one property held for sale, and three non-core properties, with an overall occupancy rate of 98%. See Notes 3 and 4 to our accompanying consolidated financial statements included in this Annual Report on Form 10-K for further details of our real estate investments.

The rest of Item 2

The following tables provide summary information regarding our real estate portfolio as of December 31, 2025 (dollars in thousands):

Tenant Industry Diversification

Industry · Number of Properties (2) · ABR · ABR as a Percentage of Total Portfolio · Leased Area (Square Feet) (2) · Square Feet as a Percentage of Total Portfolio

Infrastructure · 17 · 9,646 · 25 · 1,217,915 · 28

Automotive · 3 · 6,126 · 16 · 501,233 · 11

Industrial Products · 4 · 5,682 · 15 · 897,242 · 21

Aerospace/Defense · 4 · 5,092 · 13 · 346,046 · 8

Government · 1 · 2,697 · 7 · 106,592 · 2

Technology · 2 · 2,502 · 6 · 132,601 · 3

Metals · 4 · 2,421 · 6 · 419,001 · 10

Agriculture/Food Production · 1 · 1,714 · 4 · 216,727 · 5

Energy · 1 · 1,506 · 4 · 218,696 · 5

Other (1) · 3 · 1,760 · 4 · 217,401 · 5

Total · 40 · 39,146 · 100 · 4,273,454 · 98

(1) Includes industries with ABR of less than 4% of total portfolio.

(2) Excludes 104,893 vacant square feet comprised of (i) the industrial property in Saint Paul, Minnesota subject to a purchase and sale agreement and (ii) the legacy property formerly leased to Solar Turbines in San Diego, California that we expect to sell after we complete a parcel split.

Tenant Geographic Diversification

State · Number of Properties · ABR · ABR as a Percentage of Total Portfolio · Leasable Area (Square Feet) · Square Feet as a Percentage of Total Portfolio

California · 8 · 11,986 · 31 · 442,315 · 10

Ohio · 6 · 4,985 · 13 · 1,003,438 · 23

Arizona · 2 · 4,174 · 11 · 379,441 · 9

Illinois · 2 · 3,487 · 9 · 619,092 · 14

Florida · 4 · 2,880 · 7 · 282,499 · 6

Pennsylvania · 2 · 2,187 · 6 · 253,646 · 6

South Carolina · 3 · 2,168 · 6 · 343,422 · 8

Texas · 2 · 1,745 · 4 · 251,583 · 6

Minnesota · 5 · 1,717 · 4 · 362,647 · 8

North Carolina · 2 · 1,611 · 4 · 134,576 · 3

Other (1) · 6 · 2,206 · 5 · 305,688 · 7

Total · 42 · 39,146 · 100 · 4,378,347 · 100

(1) Includes states with ABR of less than 4% of total portfolio.

Lease Expirations:

We completed extensions of existing leases with two of our tenants during 2025 and we are continuing to explore potential lease extensions for certain of our other properties.

The following table reflects lease expirations with respect to our properties as of December 31, 2025, including the TIC Interest and one property held for sale (dollars in thousands):

Year · Number of Leases Expiring (2) · ABR Expiring · Percentage of ABR Expiring · Cumulative Percentage of ABR Expiring · Leased Area Expiring (Square Feet)(2) · Percentage of Leased Area Expiring (Square Feet )(2) · Cumulative Percentage of Leased Area Expiring (Square Feet)(2)

2026 · — · — · — · — · — · — · —

2027 · 1 · 968 · 2 · 2 · 64,637 · 1 · 1

2028 · 1 · 585 · 1 · 3 · 148,012 · 3 · 4

2029 · 2 · 1,492 · 5 · 8 · 84,714 · 2 · 6

2030 · 1 · 687 · 2 · 10 · 20,800 · 1 · 7

2031 · 1 · 1,352 · 3 · 13 · 107,419 · 3 · 10

2032 · 2 · 2,948 · 8 · 21 · 211,303 · 5 · 15

2033 · 1 · 1,714 · 4 · 25 · 216,727 · 5 · 20

2034 (1) · 3 · 5,568 · 14 · 39 · 554,441 · 13 · 33

2035 · — · — · — · 39 · — · — · 33

Thereafter · 28 · 23,832 · 61 · 100 · 2,865,401 · 65 · 98

Total · 40 · 39,146 · 100 · 4,273,454 · 98

(1) Includes OES that has a purchase option that can be exercised any time through December 31, 2026 and an early termination option that can be exercised any time on or after December 31, 2028. The exercise of these options was not determined to be probable.

(2) Excludes 104,893 vacant square feet comprised of (i) the industrial property in Saint Paul, Minnesota subject to a purchase and sale agreement and (ii) the legacy property formerly leased to Solar Turbines in San Diego, California that we expect to sell after we complete a parcel split.

Investment:

As of December 31, 2025, we had the following other real estate investment (dollars in thousands):

TIC Interest · InvestmentBalance

Santa Clara, CA Property – an approximate 72.7% TIC Interest (1) · 9,437

(1)This industrial property was acquired in 2017 and has approximately 91,740 rentable square feet. Our TIC Interest ABR is approximately $1.8 million. The tenant's lease expiration date is March 16, 2036, the mortgage bears interest at a fixed rate of 3.86% and matures on October 1, 2027, and the lease provides for two seven-year renewal options. In January 2026, we acquired the 27.3% remaining TIC interest for $9.6 million, giving us 100% ownership of the property.

Additional information about our other real estate investment is included in Note 4 to our accompanying consolidated financial statements included in this Annual Report on Form 10-K.

Item 2 of the 10-K filed Mar 25, 2026.3

Leadership

Who has led MODIV INDUSTRIAL, INC., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Former names

  • MODIV INC.Jan 20, 2021 to Jul 27, 20232
  • RW HOLDINGS NNN REIT, INC.Aug 15, 2017 to Jan 11, 20212
  • Rich Uncles NNN REIT, Inc.Aug 12, 2015 to Jul 31, 20172
  • Rich Uncles REIT, Inc.Jul 15, 2015 to Dec 8, 20152

Timeline

  1. Aug 12, 20268-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer42
  2. Aug 11, 20268-K Shareholder vote; Regulation FD disclosure43
  3. Jun 11, 20268-K Regulation FD disclosure; Other events44
  4. May 4, 20268-K Entered a material agreement; Regulation FD disclosure45
  5. Mar 25, 20268-K Results of operations; Regulation FD disclosure46
  6. Mar 19, 20268-K Regulation FD disclosure; Other events47
  7. Jan 22, 20268-K Regulation FD disclosure48
  8. Jan 20, 20268-K Entered a material agreement; Executive or director change; Regulation FD disclosure49
  9. Dec 11, 20258-K Regulation FD disclosure; Other events50
  10. Nov 14, 20258-K Results of operations; Regulation FD disclosure51
  11. Oct 17, 20258-K Regulation FD disclosure; Other events52
  12. Sep 12, 20258-K Regulation FD disclosure; Other events53
  13. Jan 4, 2019New chief executive Aaron Scott Halfacre becomes CEO16
  14. Aug 2, 2016New chief executive Harold C. Hofer becomes CEO17

Calendar

When it reported results

  1. Mar 25, 2026Reported quarterly or annual results46
  2. Nov 14, 2025Reported quarterly or annual results51
  3. Aug 7, 2025Reported quarterly or annual results54
  4. May 7, 2025Reported quarterly or annual results55
  5. Mar 4, 2025Reported quarterly or annual results56
  6. Nov 6, 2024Reported quarterly or annual results57
  7. Aug 6, 2024Reported quarterly or annual results58
  8. May 2, 2024Reported quarterly or annual results59

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

543 filings to the SEC since October 2021: 9 annual reports, 15 quarterly reports, 77 major events, 384 insider forms, 7 large holders, 51 other. The latest 20:

  1. Aug 24, 202615-12G EDGAR
  2. Aug 18, 2026EFFECT EDGAR
  3. Aug 12, 20264 EDGAR
  4. Aug 12, 20264 EDGAR
  5. Aug 12, 20264 EDGAR
  6. Aug 12, 20264 EDGAR
  7. Aug 12, 20264 EDGAR
  8. Aug 12, 20264 EDGAR
  9. Aug 12, 20264 EDGAR
  10. Aug 12, 20264 EDGAR
  11. Aug 12, 2026S-8 POS EDGAR
  12. Aug 12, 2026POS AM EDGAR
  13. Aug 12, 20268-K EDGAR
  14. Aug 11, 202610-Q EDGAR
  15. Aug 11, 20268-K EDGAR
  16. Jul 29, 2026425 EDGAR
  17. Jul 22, 2026425 EDGAR
  18. Jul 15, 2026425 EDGAR
  19. Jul 8, 2026425 EDGAR
  20. Jul 1, 20264 EDGAR

The 543 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

220 open-market trades by officers, directors and large owners since October 2021: 212 buys and 8 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 30, 2026Halfacre Aaron ScottCEO and PresidentBuy3,586$17.34$62.2KForm 4
Jun 26, 2026Halfacre Aaron ScottCEO and PresidentBuy5,766$17.49$100.9KForm 4
Jun 27, 2025Halfacre Aaron ScottCEO and PresidentBuy500$14.10$7.0KForm 4
Jun 26, 2025Halfacre Aaron ScottCEO and PresidentBuy129$14.10$1.8KForm 4
Jun 25, 2025Gingras Christopher RaymondDirectorBuy400$14.24$5.7KForm 4
Jun 13, 2025Halfacre Aaron ScottCEO and PresidentBuy43$14.09$606Form 4
Jun 3, 2025Halfacre Aaron ScottCEO and PresidentBuy3,121$14.10$44.0KForm 4
May 14, 2025Halfacre Aaron ScottCEO and PresidentBuy671$14.27$9.6KForm 4
May 14, 2025Gingras Christopher RaymondDirectorBuy1,000$14.59$14.6KForm 4
May 8, 2025Halfacre Aaron ScottCEO and PresidentBuy2,000$14.48$29.0KForm 4
Aug 1, 2024First City Investment Group, LLC10% ownerSale123,809$14.80$1.8MForm 4
Jul 31, 2024First City Investment Group, LLC10% ownerBuy5,000$14.94$74.7KForm 4
Mar 28, 2024First City Investment Group, LLC10% ownerSale704$17.30$12.2KForm 4
Mar 28, 2024Halfacre Aaron ScottCEO and PresidentSale1,030$17.13$17.6KForm 4
Mar 27, 2024First City Investment Group, LLC10% ownerSale2,324$17.30$40.2KForm 4
Mar 26, 2024First City Investment Group, LLC10% ownerSale3,654$17.02$62.2KForm 4
Mar 25, 2024Halfacre Aaron ScottCEO and PresidentBuy445$15.92$7.1KForm 4
Mar 25, 2024MARKMAN ADAM SCOTTDirectorBuy112$16.44$1.8KForm 4
Mar 25, 2024SMITH KIMBERLY JDirectorBuy46$15.90$738Form 4
Mar 25, 2024NOLAN THOMAS H JRDirectorBuy120$15.90$1.9KForm 4

All 220 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024John C. RaneyChief Operating Officer and General Counsel44$285.0K$421.6K64
2024Raymond J. PaciniExecutive Vice President, Chief Financial Officer, Secretary and Treasurer69$285.0K$421.6K64
2024Aaron S. HalfacreChief Executive Officer and President52$250.0K$386.6K64
2023Raymond J. PaciniExecutive Vice President, Chief Financial Officer, Secretary and Treasurer69$275.0K$545.7K64
2023Aaron S. HalfacreChief Executive Officer and President52$250.0K$370.7K64
2022Raymond J. PaciniExecutive Vice President, Chief Financial Officer, Secretary and Treasurer69$275.0K$494.1K64
2022Aaron S. HalfacreChief Executive Officer and President52$250.0K$265.8K64

SEC filer profile

How MODIV INDUSTRIAL, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMODIV INDUSTRIAL, INC.1
  • CIK0001645873
  • Employer ID (EIN)47-41560463
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inMaryland3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1500 N. Grant St, 5609, Denver, CO 802031
  • Phone888-686-63481
  • Shares outstanding10,323,670 as of Aug 6, 202611
  • Public float$142.9M as of Jun 30, 20253
  • AuditorGRANT THORNTON LLP, Newport Beach, California PCAOB ID 248; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceJul 15, 20151
  • Filings1,310 in all: 4 (788), 8-K (173), 424B3 (57), 10-Q (31), CORRESP (29), 3 (26), FWP (26), UPLOAD (20)1
    All 52 form types

    4/A (16), EFFECT (14), POS AM (14), S-11/A (14), 10-K (10), 425 (10), POS EX (9), DEF 14A (7), 10-K/A (6), 8-K/A (5), S-11 (4), 424B5 (3), DEFA14A (3), S-3DPOS (3), SCHEDULE 13G (3), SCHEDULE 13G/A (3), 10-Q/A (2), 424B4 (2), 8-A12B (2), CERT (2), NT 10-K (2), NT 10-Q (2), PRE 14A (2), S-3 (2), 1-A (1), 1-A/A (1), 15-12G (1), 25-NSE (1), 253G2 (1), 424B2 (1), 8-A12G (1), AW (1), D (1), DEFM14A (1), QUALIF (1), S-11MEF (1), S-3/A (1), S-3D (1), S-4 (1), S-4/A (1), S-4MEF (1), S-8 (1), S-8 POS (1), SC 13G (1)

  • Latest filingsAnnual report (10-K) Mar 25, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Apr 30, 2025
    Latest 8-K (8-K) Aug 12, 2026

Securities registered for trading

ClassSymbolExchange
Class C Common Stock, $0.001 par value per shareMDVNew York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per shareMDV.PANew York Stock Exchange

From the cover page of the 10-K filed Mar 25, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks MODIV INDUSTRIAL, INC. names in Item 1A of its 10-K filed Mar 25, 2026: 57 risks under these headings, as written.3

  • Risks Related to an Investment in Our Class C Common Stock
  • Our listing on the NYSE does not guarantee an active and liquid market for our Class C Common Stock, and the market price and trading volume of the shares of our Class C Common Stock may fluctuate significantly.
  • Our Class C Common Stock is subordinate to our Series A Preferred Stock and our existing and future debt, and our common stockholders' interests could be diluted by the issuance of additional preferred stock, future offerings of debt securities, which could be senior to our common stock, or equity securities, and by other transactions.
  • The future issuance or sale of additional shares of our Class C Common Stock could adversely affect the trading price of our Class C Common Stock.
  • Our Operating Partnership may issue additional OP Units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and could have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders.
  • Our distributions to stockholders may change, which could adversely affect the market price of our Class C Common Stock.
  • Increases in market interest rates may result in a decrease in the market price of our Class C Common Stock.
  • Risks Related to Our Business
  • Our business focuses on future acquisitions of industrial manufacturing properties while reducing the number of non-core properties and certain legacy properties in our portfolio, and therefore the prior performance of our real estate investments may not be comparable to our ongoing results.
  • We face risks associated with cybersecurity incidents through cyber-attacks, cyber intrusions or otherwise, as well as failures of systems on which we rely and other significant disruptions of our information technology (“IT”) networks and related systems.
  • We face significant competition for real estate investment opportunities, which may limit our ability to acquire suitable investments and achieve our investment objectives or pay distributions.
  • Investments in real estate are illiquid, and it may not be possible to dispose of assets in a timely manner or on favorable terms, which could adversely affect our financial condition, operating results and cash flows.
The other 47 risks
  • Disruptions in the financial markets and uncertain economic conditions could adversely affect market rental rates, commercial real estate values and our ability to secure debt financing at interest rates acceptable to us or at all, to service future debt obligations, or to pay distributions to our stockholders.
  • Our real estate properties and related intangible assets may be subject to impairment charges.
  • Downturns relating to certain geographic regions, industries or business sectors may have a more significant adverse impact on our assets and our ability to pay distributions than if we had a more diversified investment portfolio.
  • We are subject to risks related to tenant concentration, and an adverse development with respect to a large tenant could materially and adversely affect us.
  • The loss of or our inability to retain key executive officers could delay or hinder implementation of our investment strategies, which could limit our ability to make distributions and decrease the value of an investment in our shares.
  • We may change our targeted investments or investment strategy.
  • We have incurred losses in the past and we may experience additional losses in the future.
  • If we are unable to obtain funding for future capital needs, cash distributions to our stockholders and the value of our investments could decline.
  • Risks Related to Our Corporate Structure
  • Our charter and bylaws contain provisions that may delay, defer or prevent an acquisition of our Class C Common Stock or a change in control.
  • Our rights and the rights of our stockholders to take action against our directors and officers are limited.
  • Certain provisions of Maryland law may limit the ability of a third-party to acquire control of us.
  • The change of control conversion and redemption features of the Series A Preferred Stock may make it more difficult for a party to acquire us or discourage a party from seeking to acquire us.
  • Certain provisions in our Operating Partnership Agreement may delay, make more difficult, or prevent unsolicited acquisitions of us.
  • General Risks Related to Investments in Real Estate
  • Economic, market and regulatory changes that impact the real estate market generally may decrease the value of our investments and weaken our operating results.
  • We are subject to risks from natural disasters, such as hurricanes, tornadoes and flooding, and changes in weather patterns.
  • We intend to purchase properties with (or enter into, as necessary) long-term leases with tenants, which may not result in fair market rental rates over time.
  • We depend on tenants for our revenue generated by our real estate investments and, accordingly, our revenue generated by our real estate investments and our ability to make distributions to our stockholders are dependent upon the success and economic viability of our tenants and our ability to retain and attract tenants. Non-renewals, terminations or lease defaults could reduce our net income and limit our ability to make distributions to our stockholders.
  • Costs imposed pursuant to laws and governmental regulations may reduce our net income and our cash available for distribution to our stockholders.
  • The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce our cash available for distribution to our stockholders.
  • We are subject to risks relating to litigation and regulatory liability.
  • Inflation and rising interest rates may adversely affect our financial condition and results of operations or result in a decrease in the market price of our Class C Common Stock.
  • Risks Related to Investments in Single-Tenant Real Estate
  • Our current properties depend upon a single-tenant for their rental income, and our financial condition and ability to make distributions may be adversely affected by the bankruptcy or insolvency of a tenant, a downturn in the business of a tenant or a tenant’s lease termination in bankruptcy or otherwise.
  • If a tenant declares bankruptcy, we may be unable to collect balances due under relevant leases, including sale-leaseback transactions, which could harm our operating results and financial condition.
  • Net leases may not result in fair market lease rates over time.
  • Risks Associated with Debt Financing
  • We have a substantial amount of indebtedness outstanding, which may expose us to the risk of default under our debt obligations.
  • Secured indebtedness exposes us to the possibility of foreclosure on our ownership interests in pledged properties.
  • Covenants in the Credit Facility and our mortgages may restrict our operating activities and adversely affect our financial condition.
  • Increases in interest rates or changes in underwriting standards may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our cash flow from operations and the amount of cash available for distribution to our stockholders.
  • We may not be able to access financing sources on attractive terms, which could adversely affect our ability to execute our business plan.
  • To hedge against interest rate fluctuations, we may use derivative financial instruments that may be costly and ineffective.
  • Variable rate indebtedness would subject us to interest rate risk, and could cause our debt service obligations to increase significantly.
  • Changes in the Secured Overnight Financing Rate (“SOFR”) could adversely affect the amount of interest that accrues on SOFR-linked instruments.
  • We may finance properties with debt that has prepayment penalties, which may prohibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties.
  • U.S. Federal Income Tax Risks
  • Failure to qualify as a REIT would subject us to U.S. federal income tax, which would reduce the cash available for distribution to our stockholders.
  • Certain of our business activities are potentially subject to the prohibited transaction tax, which could decrease the value of our stockholders’ investment in us.
  • Even if we qualify as a REIT, we may nonetheless be subject to tax in certain circumstances that reduce our cash flow and our ability to make distributions to our stockholders.
  • REIT distribution requirements could adversely affect our ability to execute our business plan.
  • Re-characterization of sale-leaseback transactions may cause us to lose our REIT status.
  • Complying with REIT requirements may force us to liquidate otherwise attractive investments.
  • Characterization of any repurchase agreements we enter into to finance our investments as sales for tax purposes rather than as secured lending transactions would adversely affect our ability to qualify as a REIT.
  • Complying with REIT requirements may limit our ability to hedge effectively.
  • Our ownership of and relationship with our TRSs will be limited and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.
  • Dividends paid by REITs are generally not eligible for the reduced rates for qualified dividends and therefore could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the shares of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our shares.
  • Our stockholders may have current tax liability on distributions if they elect to reinvest in shares of our common stock.
  • If our Operating Partnership fails to maintain its status as a partnership, its income may be subject to taxation, which would reduce the cash available for distribution to stockholders and likely result in a loss of our REIT status.
  • Change to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results.

Legal proceedings

From time to time, we may become party to legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceeding, nor are we aware of any pending or threatened litigation that could have a material adverse effect on our business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

The opening of Item 3, Legal Proceedings.3

Sources

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