8-K: Current report
Published on August 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2026
(Exact name of registrant as specified in its charter)
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Emerging growth company ☐
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Item 1.01 Entry into a Material Definitive Agreement
On August 13, 2026, Rexford Industrial Realty, L.P. (the “Operating Partnership”), a subsidiary of Rexford Industrial Realty, Inc. (the “Company”), and certain of the Operating Partnership’s subsidiaries entered into an Agreement of Purchase and Sale and Escrow Instructions (the “PSA”) with an affiliate of EQT Real Estate (the “Buyer”), pursuant to which the Operating Partnership agreed to sell to the Buyer a portfolio of 22 industrial properties (the “Portfolio”) for an aggregate purchase price of approximately $1.2 billion (the “Purchase Price”), subject to customary credits, prorations and adjustments at closing.
The Purchase Price is payable in cash at the closing of the transaction. The closing is expected to occur by September 30, 2026, and is not subject to any due diligence condition but is subject to the satisfaction or waiver of other customary closing conditions, including no material breach or violation, no governmental prohibition on consummating the transaction and receipt of required tenant estoppels.
The PSA contains customary representations and warranties made by the parties thereto, customary covenants and agreements, and customary post-closing obligations.
The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Item 7.01 Regulation FD Disclosure
On August 18, 2026, the Company issued a press release announcing the entry into the PSA. A copy of that press release is furnished as Exhibit 99.1 hereto.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of the Exchange Act, or otherwise subject to the liabilities of the Exchange Act, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors, including the ability to close the sale of the Portfolio on the expected timing or at all, could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the reports and other filings by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and other filings with the U.S. Securities and Exchange Commission. Except as may otherwise be required by law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REXFORD INDUSTRIAL REALTY, INC. | ||||||||
| Date: August 18, 2026 | By: | /s/ Michael P. Fitzmaurice | ||||||
| Michael P. Fitzmaurice Chief Financial Officer | ||||||||