MODIV INDUSTRIAL, INC.MDV
MODIV INDUSTRIAL, INC. Debt Disclosure
DEBT
Mortgage Notes Payable, Net
As of December 31, 2025 and 2024, the Company’s mortgage notes payable consisted of the following (dollars in thousands):
| Collateral | December 31, 2025 | December 31, 2024 | Interest Rate (1) | Loan Maturity | ||||||||||||||||||||||
Costco property (2) | $ | — | $ | 18,589 | N/A | N/A | ||||||||||||||||||||
| Taylor Fresh Foods property | 12,070 | 12,329 | 3.85% | 11/01/2029 | ||||||||||||||||||||||
| Total mortgage notes payable | 12,070 | 30,918 | ||||||||||||||||||||||||
| Less unamortized deferred financing costs | (76) | (141) | ||||||||||||||||||||||||
| Mortgage notes payable, net | $ | 11,994 | $ | 30,777 | ||||||||||||||||||||||
(1)Represents the contractual interest rate in effect under the respective mortgage note payable.
(2)On December 15, 2025, the Company repaid the $18.3 million mortgage note secured by the property and paid a $0.7 million loan prepayment fee in conjunction with the sale of the property, which is reflected as a loss on extinguishment of debt as shown in the interest expense, net of unrealized gain on interest rate swaps and derivative settlements section below.
The following summarizes the face value, carrying amount and fair value of the Company’s mortgage notes payable, net, which are Level 3 fair value measurements, reflecting unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, as of December 31, 2025 and 2024 (in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Face Value | Carrying Value | Fair Value | Face Value | Carrying Value | Fair Value | |||||||||||||||||||||||||||||||||
| Mortgage notes payable, net | $ | 12,070 | $ | 11,994 | $ | 11,400 | $ | 30,918 | $ | 30,777 | $ | 27,964 | ||||||||||||||||||||||||||
Disclosures of the fair values of financial instruments are based on pertinent information available to the Company as of the period end and require a significant amount of judgment. The actual value could be materially different from the Company’s estimate of value.
Credit Facility, Net
The Company’s Operating Partnership entered into an agreement for a line of credit (the “Credit Agreement”) on January 18, 2022. The Credit Agreement currently provides a $280.0 million line of credit comprised of a $30.0 million revolving line of credit (the “Revolver”), and a $250.0 million term loan (the “Term Loan” and together with the Revolver, the “Credit Facility”) with KeyBank and the other lending institutions party thereto (collectively, the “Lenders”), including KeyBank as Agent for the Lenders (in such capacity, the “Agent”). The Credit Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness, and capital expenditures.
On February 26, 2025, the Company entered into an agreement with the Lenders to amend the Credit Agreement to extend the maturity of the Revolver to January 18, 2027, which was coterminous with the maturity of the Term Loan.
On January 16, 2026, the Company entered into an agreement with the Lenders to amend the Credit Agreement to (i) extend the maturity date of the credit facility for eighteen months to July 18, 2028, (ii) remove the 10 basis point secured overnight financing rate (“SOFR”) Adjustment and (iii) allow repurchases of shares of the Preferred Stock, by amending certain distribution covenants so long as such repurchases are funded by proceeds from the issuance of preferred or common stock or asset sales, in each case, occurring within the trailing twelve month period of such repurchase.
There was no outstanding balance on the Revolver at or during the years ended December 31, 2025 or 2024. The Credit Facility is priced on a leverage-based grid that fluctuates based on the Company’s actual leverage ratio at the end of the prior quarter. The Company also pays an annual unused fee of up to 25 basis points on the Revolver, depending on the daily amount of the unused commitment, and incurred $0.1 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively.
In January 2025, the Company entered into two swap agreements, effective December 31, 2024, for $125.0 million each, for an aggregate of $250.0 million, corresponding to the Term Loan, which fixed SOFR for the year ending December 31, 2025 at 2.45%, resulting in a fixed rate of 4.25% based on the Company’s current leverage ratio. The Company paid aggregate premiums of $4.2 million to buy down the fixed rate below the market rate. The Company designated the two pay-fixed, receive-floating interest rate swaps as cash flow hedges (see Note 7 for more details). The floating interest rate was 5.4875% on the Term Loan as of December 31, 2025. In January 2026, the Company entered into three new swap agreements to fix from December 31, 2025 to December 31, 2026 at 2.45%. See Note 13 for more details.
The Credit Facility includes customary representations, warranties and covenants. The Credit Facility is secured by a pledge of all of the Operating Partnership’s equity interests in certain of the single-purpose, property-owning entities (the “Subsidiary Guarantors”) that are indirectly owned by the Company, and various cash collateral owned by the Operating Partnership and the Subsidiary Guarantors. In connection with the Credit Facility, the Company and each of the Subsidiary Guarantors entered into an Unconditional Guaranty of Payment and Performance in favor of the Agent, pursuant to which the Company and each of the Subsidiary Guarantors agreed to guarantee the full and prompt payment of the Operating Partnership’s obligations under the Credit Agreement.
Compliance with All Debt Agreements
Pursuant to the terms of mortgage notes payable on certain of the Company’s properties and the Credit Facility, the Company and/or the subsidiary borrowers are subject to certain financial loan covenants. The Company and/or the subsidiary borrowers were in compliance with such financial loan covenants as of December 31, 2025.
Future Principal Payments
The following summarizes the future principal repayments of the Company’s mortgage notes payable and Credit Facility as of December 31, 2025 (in thousands):
| Credit Facility | ||||||||||||||||||||||||||
| Mortgage Notes Payable | Revolver | Term Loan | Total | |||||||||||||||||||||||
| 2026 | $ | 269 | $ | — | $ | — | $ | 269 | ||||||||||||||||||
2027 (1) | 279 | — | 250,000 | 250,279 | ||||||||||||||||||||||
| 2028 | 290 | — | — | 290 | ||||||||||||||||||||||
| 2029 | 11,232 | — | — | 11,232 | ||||||||||||||||||||||
| 2030 | — | — | — | — | ||||||||||||||||||||||
| Thereafter | — | — | — | — | ||||||||||||||||||||||
| Total principal | 12,070 | — | 250,000 | 262,070 | ||||||||||||||||||||||
| Less: deferred financing costs, net | (76) | — | (511) | (587) | ||||||||||||||||||||||
| Net | $ | 11,994 | $ | — | $ | 249,489 | $ | 261,483 | ||||||||||||||||||
(1) On January 16, 2026, the Company entered into an agreement with the Lenders to amend the Credit Agreement to extend the maturity date of the Credit Facility eighteen months to July 18, 2028.
Interest Expense, Including Unrealized Gain or Loss on Interest Rate Swaps and Net of Derivative Settlements
The following is a reconciliation of the components of interest expense, net of derivative settlements and unrealized loss (gain) on interest rate swaps for the years ended December 31, 2025 and 2024 (in thousands):
| Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Mortgage notes payable: | ||||||||||||||
| Interest expense | $ | 1,326 | $ | 1,383 | ||||||||||
| Amortization of deferred financing costs | 29 | 29 | ||||||||||||
| Loss on early extinguishment of debt | 768 | — | ||||||||||||
| Credit facility: | ||||||||||||||
| Interest expense | 15,422 | 17,767 | ||||||||||||
| Unused commitment fees | 76 | 377 | ||||||||||||
Amortization and write-off of deferred financing costs | 600 | 1,163 | ||||||||||||
| Swap derivatives: | ||||||||||||||
| Derivative cash settlements | (4,581) | (1) | (6,206) | (3) | ||||||||||
| Amortization of off-market interest rate derivatives | 3,909 | (1) | — | |||||||||||
| Accrued interest from December 31, 2024 to respective swap execution date | 291 | (1) | — | |||||||||||
| Amortization of unrealized gain on interest rate swap valuation | (1,015) | (2) | (1,017) | (2) | ||||||||||
| Unrealized loss on non-designated or ineffective interest rate derivative instruments, net | — | 2,496 | (4) | |||||||||||
| Other | 92 | 229 | ||||||||||||
| Total interest expense | $ | 16,917 | $ | 16,221 | ||||||||||
(1)Related to the two swap agreements effective December 31, 2024, for $125.0 million each, for an aggregate of $250.0 million, corresponding to the Term Loan, as described in Note 7. The Company paid aggregate premiums of $4.2 million, including accrued interest receivable of $0.3 million, to buy down the fixed rate below the market rate, and the resulting derivatives were amortized over the term of the swap agreements.
(2)The unrealized gain on interest rate swap derivative previously recorded in accumulated other comprehensive income and noncontrolling interest in Operating Partnership is being amortized on a straight-line basis as a reduction to interest expense through the original maturity date of the Credit Facility, January 18, 2027.
(3)Derivative cash settlements received from derivative instruments entered into by the Company covering (i) its original $150.0 million Credit Facility Term Loan effective May 31, 2022 and (ii) its additional $100.0 million Term Loan
commitment effective November 30, 2022. Both derivative instruments were canceled on December 31, 2024, as discussed above and in Note 7.
(4) Represents the $3.0 million on the valuation of the $150.0 million derivative instrument, net of the $0.5 million gain on the valuation of the $100.0 million derivative instrument for the year ended December 31, 2024 that were recognized as a net increase in interest expense.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Mar 4, 2025 | |
| 2023 | Mar 7, 2024 | |
| 2022 | Mar 13, 2023 | |
| 2021 | Mar 23, 2022 | |
| 2020 | Mar 31, 2021 | |
| 2019 | Apr 6, 2020 | |
| 2018 | Mar 29, 2019 | |
| 2017 | Apr 3, 2018 | |
| 2016 | Apr 3, 2017 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.