Form 4: EVP Connolly Boosts PLYM Holdings, Sells for Tax

Plymouth Industrial REIT EVP James Connolly increased his direct common stock holdings through PSU conversions and sold shares to cover tax obligations related to accelerated vesting ahead of a proposed merger.

Summary

• James Connolly, EVP/Asset Management of Plymouth Industrial REIT, Inc. (PLYM), reported transactions involving the company's common stock.
• On December 18, 2025, Connolly acquired a total of 82,394 shares of common stock (9,950, 15,900, and 56,544 shares) through the conversion of Performance Stock Units (PSUs) at a price of $0.00 per share.
• The 56,544 shares acquired reflect 200% of the target level for PSUs granted on April 24, 2025, based on anticipated performance and the proposed merger.
• On December 19, 2025, Connolly disposed of 59,376 shares of common stock at a price of $21.86 per share.
• This disposition was a "sell-to-cover" transaction to satisfy tax withholding obligations due to the accelerated vesting of outstanding restricted stock awards and PSUs.
• The accelerated vesting was a result of an Acceleration and Repayment Agreement, dated December 5, 2025, designed to mitigate potential impacts of Sections 280G and 4999 of the Internal Revenue Code in connection with the proposed merger of Plymouth Industrial REIT, Inc. with PIR Industrial REIT LLC.
• Following these transactions, Connolly beneficially owns 120,236 shares of common stock directly.

Sentiment

Score: 6

Explanation: The filing indicates positive developments for the executive (accelerated vesting, high performance achievement for PSUs) and proactive management of tax implications related to a merger. However, the immediate sell-to-cover reduces the net increase in direct ownership, which is a neutral to slightly negative signal for direct insider buying, though it's for tax purposes. The underlying merger is a significant event, but this filing only details executive compensation adjustments related to it.

Positives

• Accelerated vesting of Performance Stock Units (PSUs) for James Connolly, indicating performance targets were met or anticipated to be met at a high level (200% for one grant).
• The conversion of PSUs into common stock at a $0.00 price effectively increases the executive's direct ownership in the company before the sell-to-cover.
• The company is proactively addressing potential tax implications (Sections 280G and 4999) for executives in connection with the proposed merger, which can be seen as good corporate governance.

Negatives

• A significant portion of the newly vested shares (59,376 shares) were immediately sold in a "sell-to-cover" transaction, reducing the executive's net increase in direct ownership.
• The sale was not a discretionary trade, but rather a forced sale to cover tax obligations, which can be perceived as a liquidity event for the executive.

Risks

• Potential impact of Sections 280G and 4999 of the Internal Revenue Code on the Issuer and the Reporting Person in connection with the transactions contemplated by the Merger Agreement.
• The proposed merger itself carries inherent risks, though not detailed in this specific filing.

Future Outlook

The filing indicates a proposed merger of Plymouth Industrial REIT, Inc. with and into PIR Industrial REIT LLC, which is a significant strategic event for the company. The acceleration of executive compensation vesting is directly tied to this anticipated merger.

Management Comments

• The amount reported herein reflects 200% of target level for the performance stock units ('PSUs') granted on April 24, 2025 based on (i) anticipated performance determined as of the anticipated effective time of the proposed merger... and (ii) and as if such PSUs remained outstanding and eligible to vest as of such effective time.
• These sales do not represent discretionary trades by the Reporting Person.
• In connection with the execution by the Issuer of the Acceleration and Repayment Agreement, the vesting of such awards was accelerated to mitigate the potential impact of Sections 280G and Section 4999 of the Internal Revenue Code... on the Issuer and the Reporting Person in connection with the transactions contemplated by the Merger Agreement.

Industry Context

This filing reflects a common practice in M&A scenarios where executive compensation, particularly equity awards, is addressed to ensure smooth transitions and mitigate adverse tax consequences for both the company and its executives. The acceleration of vesting and subsequent sell-to-cover transactions are typical for executives in companies undergoing a merger, especially in the REIT sector where such transactions are frequent.

Comparison to Industry Standards

• The use of Rule 10b5-1(c) plans for equity transactions is a standard practice for corporate insiders to avoid accusations of insider trading, demonstrating adherence to regulatory best practices.
• Accelerated vesting of equity awards in anticipation of a merger is a common mechanism to address change-of-control provisions and manage executive compensation, aligning with typical M&A practices in the real estate and broader corporate sectors.
• "Sell-to-cover" transactions for tax withholding are standard procedures when equity awards vest, particularly when the vesting is accelerated, and are not indicative of a discretionary sale based on market sentiment.

Corporate Governance

Stakeholder Impact

• Shareholders: The proposed merger, which is the underlying reason for these transactions, could significantly impact shareholders. The executive's transactions themselves are routine for M&A-related compensation adjustments.
• Employees: The acceleration of vesting for an executive may set a precedent or reflect broader compensation strategies related to the merger, potentially impacting other employees with equity awards.

Next Steps

• Completion of the proposed merger of Plymouth Industrial REIT, Inc. with and into PIR Industrial REIT LLC.
• Finalization of the accelerated vesting of PSUs and restricted stock awards on or before December 30, 2025.

Key Dates

Recommendation

This Form 4 primarily details routine executive compensation adjustments and tax-related sales in anticipation of a known merger. It does not provide new fundamental information about the company's operational performance or strategic direction beyond the existence of the merger. The transactions are non-discretionary and driven by tax obligations, thus not signaling a change in the executive's confidence in the company. Investors should focus on the details of the merger itself rather than these specific insider transactions for investment decisions. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell.

Keywords

Plymouth Industrial REIT, PLYM, Form 4, Insider Trading, James Connolly, EVP Asset Management, Performance Stock Units, PSUs, Stock Vesting, Merger Agreement, Sell-to-Cover, Tax Withholding, Executive Compensation, SEC Filing, Real Estate Investment Trust, REIT