Company confirms plans to determine quarterly NAV for the benefit of investors

NEWPORT BEACH, Calif., Jan. 29, 2021 — Modiv Inc. (the “Company”), the largest crowdfunded equity real estate investment trust (“REIT”) in the United States, today announced a $23.03 per share estimated net asset value (“NAV”) of its common stock as of December 31, 2020. The updated NAV is an approximate increase of 9.7% over the prior estimated NAV.

“Our concerted and focused efforts throughout 2020 are reflected in the increased per share estimated NAV,” said Aaron Halfacre, Modiv’s Chief Executive Officer. “Since April of last year, we have sold six properties, renewed multiple leases, decreased the Company’s total indebtedness and reduced the total number of shares outstanding, all of which had a positive impact on the NAV. Combined with real estate being an historically resilient and appreciating asset class, I am encouraged by our performance, the overall direction of the real estate markets and our future growth opportunities.”

The updated per share NAV reflects the previously announced 1:3 reverse stock split effective February 1, 2021, which does not impact the value of an investor’s holdings. Prior to the stock split, the estimated per share NAV would have been approximately $7.68 (i.e., 300 shares held at approximately $7.68 per share are now 100 shares at $23.03 per share, adjusted for rounding). Additionally, the annual dividend following the 1:3 reverse stock split is now $1.05 per share, reflecting three times the previous annual dividend of $0.35 per share.

Estimated NAV
The Company engaged Cushman & Wakefield to assist the board of directors with determining a fair value range of the Company’s real estate portfolio and a resulting estimated per share NAV. The new estimated per share NAV has been approved by the Company’s board of directors, including its independent directors.

The valuation was based upon the estimated market value of the Company’s assets, less the estimated market value of the Company’s liabilities, divided by the total fully diluted shares outstanding at December 31, 2020 and was performed consistent with the Company’s previously-disclosed Net Asset Value Calculation and Valuation Procedures. The estimated NAV does not reflect any “portfolio premium”, nor does it reflect an enterprise value for the Company. The board of directors intends to determine an estimated per share NAV on a quarterly (as opposed to an annual) basis going forward, better reflecting the current market conditions and any portfolio-specific activities, as well as increased transparency for investors.

Operational Updates
In addition to the updated per share NAV and 1:3 reverse stock split, the Company reaffirmed several other operational updates:

• Effective February 1, 2021, the Company will be known as Modiv Inc. and will no longer use the RW Holdings NNN REIT, Inc. or Rich Uncles brand names.
• After January 22, 2021, the Company will only seek new capital sources that qualify as accredited investors for its current offering.
• The Company will implement a 13th dividend, determined at the end of 2021, that provides its investors with the ability to benefit from improvements in funds from operations (“FFO”) derived during the course of the year.
• The intent to announce multiple new real estate investment products in 2021 that will provide even greater access to unique investment opportunities for individual investors.

“We will continue to focus on our modern, innovative and investor-first approach to help fulfill our mission of reimagining commercial real estate ownership,” Halfacre added. “With our combination of expertise in crowdfunding and commercial real estate, along with the experience of our senior leadership team and investor-owned business model, Modiv is well positioned to take advantage of strategic opportunities and investments that may present themselves. We look forward to introducing additional real estate investment products, capitalizing on the continued evolution of the crowdfunding and non-traded REIT sectors, forging new partnerships, and making strategic investments in fintech- and proptech-related ventures.”

Demonstrating itself as a leader in the industry, Modiv is the only company to have crowdfunded, directly from individual investors, a $400+ million REIT that holds title to all of its properties and charges no management or performance fees to its investors.

About Modiv
Modiv Inc., the largest crowdfunded equity real estate investment trust (REIT) in the United States, is reimagining real estate ownership. As the first real estate crowdfunding platform to be completely investor-owned, Modiv is on a mission to be the champion for the investor through its combination of low fees and investor-centric corporate governance in order to create better – and easier – ways to invest in real estate. As of December 31, 2020, Modiv’s publicly registered, non-listed portfolio consisted of 40 commercial real estate properties in 14 states including 15 retail, 14 office and 11 industrial properties, as well as a 72.7% tenant-in-common interest in an office property, with more than 2.3 million square feet of aggregate leasable space. For additional information, visit www.modiv.com.

Forward-Looking Statements
Certain statements contained herein, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (The “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act, Section 21E of the Exchange Act and other applicable law. These statements include, but are not limited to, statements related to the Company’s expectations regarding the performance of its business, expectations regarding the delivery of a dividend, the estimated net asset value per share of the Company’s common stock, market conditions and the ability to launch new investment products. Cushman & Wakefield relied on forward-looking information, some of which was provided by or on behalf of the Company, in preparing its valuation materials. Therefore, neither such statements nor Cushman & Wakefield’s valuation materials are intended to, nor shall they, serve as a guarantee of the Company’s performance in future periods. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the U.S. Securities and Exchange Commission. Accordingly, there are or will be important factors that could cause actual outcome or results to differ materially from those indicated in these statements, including, but not limited to, the Company’s inability to continue to pay a monthly distribution at the current rate and the Company’s inability to maximize the value of the Company’s portfolio. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Actual events occurring after the Company’s determination of an estimated per share NAV may cause the value of, and returns on, the Company’s investments to be less than those used for purposes of determining the Company’s estimated per share NAV.

Media Contact
Ryan Hoffman
RHoffman@wearecsg.com