Form 4: Director Sells PLYM Shares in Merger for $22 Each

Plymouth Industrial REIT Director Richard J. DeAgazio disposed of 43,270 common shares at $22.00 each as part of a merger agreement.

Summary

• Richard J. DeAgazio, a Director of Plymouth Industrial REIT, Inc. (PLYM), reported a disposal of common stock.
• The transaction involved 43,270 shares of common stock.
• The shares were disposed of at a price of $22.00 per share.
• This disposal was in connection with an Agreement and Plan of Merger, dated October 24, 2025.
• At the effective time of the merger, each share was converted into the right to receive $22.00 in cash.
• Following this transaction, Mr. DeAgazio beneficially owns 0 shares of Plymouth Industrial REIT, Inc.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The transaction represents a director's exit due to a merger, which provides a clear cash value for shareholders. It's an expected event due to the pre-planned nature (10b5-1) and merger context, rather than a surprise.

Positives

• The transaction was part of a pre-planned Rule 10b5-1(c) plan, indicating a structured approach to share disposition.
• The merger consideration of $22.00 per share provides a clear cash exit for shareholders.

Negatives

• The director no longer holds any shares, indicating a complete exit from the company's equity.
• The company is merging into a subsidiary, implying a change in corporate structure and the cessation of the original public entity.

Risks

• Shareholders are subject to any required withholding taxes on the merger consideration.
• The merger involves the Issuer merging into a REIT Merger Sub, which fundamentally alters the original entity's existence and trading status.

Future Outlook

The filing indicates the completion of a merger where Plymouth Industrial REIT, Inc. merged into a REIT Merger Sub, with shareholders receiving $22.00 cash per share. This suggests the original entity's public trading status has ceased or changed significantly post-merger.

Industry Context

This transaction reflects a common strategy in the REIT sector where companies may be acquired or merge to consolidate portfolios, achieve economies of scale, or optimize capital structures. The cash consideration suggests a definitive exit for shareholders of the acquired entity.

Comparison to Industry Standards

• Mergers and acquisitions are common in the REIT industry, often driven by market consolidation or strategic portfolio adjustments.
• The cash consideration of $22.00 per share would need to be compared against the company's historical trading prices, net asset value (NAV), and recent transaction multiples for similar industrial REITs to assess its fairness and premium/discount.
• For example, comparing the $22.00 per share to recent industrial REIT transactions like Prologis's acquisition of Duke Realty or Blackstone's various industrial property deals would provide context on valuation multiples (e.g., cap rates, price/FFO).

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $22.00 cash per share, providing a definitive exit and liquidity.
• Management/Employees: The merger likely results in changes to the management structure and potential employee impacts, though not detailed in this Form 4.
• Creditors: The merger terms would dictate how existing debt and liabilities are handled by the successor entity.

Next Steps

• Shareholders of Plymouth Industrial REIT, Inc. would have received the merger consideration of $22.00 per share.
• The new combined entity (REIT Merger Sub) will continue operations under the new structure.

Key Dates

Recommendation

The filing details a director's disposal of all shares in Plymouth Industrial REIT, Inc. at a fixed price of $22.00 per share, which was the merger consideration. For investors holding shares prior to the merger's effective date, the recommendation would have been to "hold" to receive the cash consideration. For potential new investors, the opportunity to invest in the original entity at a price that would yield a profit from the merger is no longer available, as the merger has already occurred and the shares have been converted to cash. Any future investment decision would pertain to the acquiring or surviving entity, not the original Plymouth Industrial REIT, Inc. as a standalone public company.

Keywords

Plymouth Industrial REIT, PLYM, Form 4, Insider Trading, Director Share Sale, Merger Agreement, Equity Disposal, Real Estate Investment Trust, REIT, Richard J. DeAgazio, 10b5-1 Plan