4: Statement of changes in beneficial ownership of securities
Published on April 28, 2026
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rexford Industrial Realty, Inc. [ REXR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/24/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 | 04/24/2026 | C(1) | 33,299 | A | $0 | 33,299 | D | |||
| Common Stock, par value $0.01 | 04/28/2026 | S | 33,299 | D | $35.4735(2) | 0 | D | |||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Units(3) | (3) | 04/24/2026 | M(4) | 30,998 | (5) | (5) | Common Stock, par value $0.01 | 30,998 | $0 | 0 | D | ||||
| Operating Partnership Units(6) | (6) | 04/24/2026 | M(4) | 30,998 | (5) | (5) | Common Stock, par value $0.01 | 30,998 | $0 | 30,998 | D | ||||
| LTIP Units(7) | (7) | 04/24/2026 | M(8) | 2,301 | (5) | (5) | Common Stock, par value $0.01 | 2,301 | $0 | 62,944 | D | ||||
| Operating Partnership Units(6) | (6) | 04/24/2026 | M(8) | 2,301 | (5) | (5) | Common Stock, par value $0.01 | 2,301 | $0 | 33,299 | D | ||||
| Operating Partnership Units(6) | (6) | 04/24/2026 | C(1) | 33,299 | (5) | (5) | Common Stock, par value $0.01 | 33,299 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents common units of limited partnership interest ("OP Units") of Rexford Industrial Realty, L.P. (the "Operating Partnership") tendered by the Reporting Person for redemption and exchange into common stock of the Issuer in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership. |
| 2. This transaction was executed in multiple trades at prices ranging from $35.40 to $35.84. The price reported above reflects the weighted average sale price. Full information regarding the number of shares sold at each price shall be provided upon request to the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
| 3. Represents Performance Units, a class of limited partnership units in the Operating Partnership, granted pursuant to the Issuer's incentive compensation plan. Initially, the Performance Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the Performance Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested Performance Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. The 30,998 Performance Units referred to herein have vested and reached such parity. |
| 4. Reflects the conversion of 30,998 vested Performance Units into 30,998 OP Units. |
| 5. n/a |
| 6. Represents OP Units in the Operating Partnership. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable for cash equal to the then-current market value of one share of common stock, or at the election of the Issuer, for shares of the Issuer's common stock on a one for-one basis. |
| 7. Represents LTIP Units, a class of limited partnership units in the Operating Partnership, granted pursuant to the Issuer's incentive compensation plan. Initially, the LTIP Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. The 2,301 LTIP Units referred to herein have vested and reached such parity. |
| 8. Reflects the conversion of 2,301 vested LTIP Units into 2,301 OP Units. |
| Remarks: |
| /s/ David E. Lanzer | 04/28/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.