Plymouth Industrial REIT, Inc. 8-K

What Happened
Plymouth Industrial REIT, Inc. (PLYM) announced that it entered into a merger agreement on October 24, 2025 to be merged into PIR Industrial REIT LLC (a subsidiary of PIR Ventures LP), with a related partnership-level merger to occur immediately prior to the REIT merger. The company filed a definitive proxy on December 18, 2025 for a special stockholder meeting scheduled for January 22, 2026. On January 9, 2026, Redimere Advisors LLC sued in Massachusetts state court alleging breach of an engagement letter (dated November 28, 2022) and filed an emergency motion seeking to temporarily block certain transfers, including directing $60 million otherwise due under the merger to a third‑party trustee; a court hearing on that motion was set for January 20, 2026. The company says the claims are without merit and will defend the action.

Key Details

• Merger parties: Plymouth Industrial REIT, Inc. into PIR Industrial REIT LLC (REIT Merger); Plymouth Industrial OP, LP into PIR Industrial OP LLC (Partnership Merger).
• Important dates: Merger Agreement signed Oct 24, 2025; Definitive Proxy filed Dec 18, 2025; Special Meeting set for Jan 22, 2026; complaint and motion filed Jan 9, 2026; hearing Jan 20, 2026; 8‑K filed Jan 15, 2026.
• Allegation and relief sought: Redimere alleges breach of a Nov 28, 2022 engagement letter and sought to enjoin payments or transfers and to redirect $60 million to an independent trustee pending litigation.
• Company position: PLYM believes the claims lack merit and intends to vigorously defend; the complainant stated it is not seeking to enjoin consummation of the merger transactions.

Why It Matters
This filing updates investors that the proposed merger is proceeding toward a stockholder vote but faces pending litigation that seeks to interfere with post‑closing payments tied to the deal. The outcome of the January 20 hearing (and any further court rulings) could affect timing or cash flows related to the transaction; however, the company has not reported any regulatory or vote-related obstacles and cautions that the merger remains subject to customary closing conditions. Stockholders should review the Definitive Proxy (filed Dec 18, 2025) for full merger terms and monitor court developments.