Plymouth Industrial REIT, Inc. 8-K

What Happened
Plymouth Industrial REIT, Inc. (PLYM) filed an 8‑K on January 12, 2026 to supplement its definitive proxy for the proposed merger in which the company will merge into PIR Industrial REIT LLC (a wholly‑owned subsidiary of PIR Ventures LP) for $22.00 per share. The filing restates that the Company and its Operating Partnership entered into a Merger Agreement on October 24, 2025, and notes the special stockholder meeting is scheduled for January 22, 2026. The company disclosed it received ten demand letters and that two stockholder complaints (Brady v. Plymouth Industrial REIT, Inc., and Clark v. Plymouth Industrial REIT, Inc.) were filed in New York challenging certain proxy disclosures; the company denies the allegations but voluntarily supplemented the definitive proxy to moot disclosure claims and avoid potential delay.

Key Details

• Merger consideration: $22.00 per outstanding share; Merger Agreement dated October 24, 2025; special meeting set for January 22, 2026.
• Litigation: 10 demand letters and 2 complaints filed in New York Supreme Court (Brady — Dec 19, 2025; Clark — Dec 18, 2025) alleging disclosure deficiencies; company denies claims and provided supplemental disclosures.
• Valuation / financial supplements: KBCM disclosed unlevered free cash flow projections (Year 1: $104.2M; Year 6: $124.0M) and used those in its DCF and NAV analyses; KBCM subtracted net debt of $1,048.1M (6/30/2025) in deriving equity values.
• Other advisor work: J.P. Morgan’s DCF produced an implied per‑share range of $21.00 to $30.50; comparable and cap‑rate analyses and other supplemental valuation tables were added to the proxy. The filing also disclosed NDA/standstill terms with interested parties and go‑shop outreach (management contacted 81 parties).

Why It Matters
This filing confirms the proposed $22/share transaction and provides additional valuation data and deal process details after stockholder litigation raised disclosure issues. If stockholders approve the REIT Merger on January 22, 2026 and other conditions are met, Plymouth would become a privately held subsidiary of PIR, removing it from public markets. The supplemental disclosures aim to address plaintiffs’ claims and reduce the risk of litigation‑driven delays; investors should review the definitive proxy (and supplements) for the full terms, the valuation analyses, and the litigation status before voting.

For more, see the Definitive Proxy Statement (filed Dec. 18, 2025) available on the SEC website and the company’s investor site.