FIRST INDUSTRIAL REALTY TRUST INC SEC Filings

First Industrial Realty Trust, Inc. approved a new stock repurchase program authorizing the company to buy back up to $250 million of its common stock. Repurchases may occur in the open market or through privately negotiated transactions at the company’s discretion, with no set expiration date and in accordance with Rule 10b-18.

The board also increased its size from six to seven members and elected Frank E. Schmitz as a director, effective June 1, 2026, to serve until the 2027 annual meeting. Schmitz brings decades of global real estate and capital markets experience. The company additionally plans a series of market tours for investors and analysts during 2026.

Land & Buildings intends to solicit proxy votes to elect its nominee to the First Industrial Realty Trust board at the 2026 annual meeting and has publicly criticized the company's governance. The letter argues a $15 per share governance discount (about $2 billion of market cap) and says Land & Buildings will vote against directors Dominski and Hackett and for nominee Jonathan Litt. The filing states Land & Buildings and affiliated vehicles beneficially own 864,002 shares (including a Managed Account holding 696,829 shares), and that a preliminary proxy statement and universal proxy card will be filed with the SEC.

First Industrial Realty Trust, Inc. filed a preliminary proxy statement for its 2026 Annual Meeting, which is the subject of a contested director election: activist Land & Buildings has nominated Jonathan Litt in opposition to the Company’s six board nominees.

The Board unanimously recommends using the WHITE proxy card to vote “FOR” the Company’s six nominees (Peter E. Baccile, Teresa Bryce Bazemore, Matthew S. Dominski, H. Patrick Hackett, Jr., Denise A. Olsen and Marcus L. Smith), urges stockholders to disregard Land & Buildings’ materials, and explains voting, revocation and quorum procedures for the virtual meeting. The filing notes Land & Buildings reported beneficial ownership of 771,061 shares in its nomination notice and discloses a 12.4% increase in the quarterly dividend to $0.50 per share/unit in first quarter 2026.

Land & Buildings intends to file a preliminary proxy statement and universal proxy card to nominate its founder and CIO, Jonathan Litt, for election to the First Industrial Realty Trust board at the 2026 annual meeting. The filing accuses the board of an insular culture and discloses beneficial ownership figures, including 901,875 shares beneficially owned through affiliated vehicles and accounts and direct holdings of 121,543, 42,501, and 3,202 shares by named participants. The campaign materials state an estimated NAV of $73 per share and an asserted valuation gap versus peers, citing a mid-6% implied cap rate for First Industrial versus low-5% for peers. The solicitation materials and universal proxy card will be made available on the SEC website.

FIRST INDUSTRIAL REALTY TRUST INC executive Peter Schultz, EVP - East Region, reported two Form 4 transactions involving bona fide gifts of common stock on 2026-02-19. He disposed of a total of 200 shares at $0.0000 per share as gifts to his adult children, and after these transfers he directly owned 95,274 common shares.

First Industrial Realty Trust, Inc. and its operating partnership file a combined annual report describing a large U.S. industrial REIT platform. As of December 31, 2025, the in-service portfolio comprised 414 industrial properties totaling about 69.9 million square feet across 19 states, focused on 15 key logistics markets.

The Company is a REIT that holds an approximate 97.0% general partnership interest in First Industrial, L.P., with the remaining 3.0% held by limited partners. Strategy centers on internal rent growth, development and acquisition in supply‑constrained markets, selective dispositions, and use of an $850.0 million unsecured credit facility, with about $726.9 million available on February 11, 2026. As of that date, 132,524,261 common shares were outstanding, and the aggregate market value of non‑affiliate stock was about $6,345.6 million. The filing also details extensive risk factors, including economic cycles, interest rates, concentrated markets such as California and Pennsylvania, climate and natural disasters, cybersecurity, pandemics, leverage, and maintaining REIT status.

First Industrial Realty Trust reported solid 2025 operating performance with mixed earnings trends. Fourth quarter diluted EPS was $0.59, up from $0.52 a year earlier, while full year 2025 EPS declined to $1.87 from $2.17 in 2024. By contrast, diluted NAREIT FFO rose to $0.77 per share/unit in the quarter, from $0.71, and to $2.96 for 2025 versus $2.65 in 2024, an 11.7% increase. Cash rental rates on 2025 leases rose 32% (37% excluding a large fixed-rate renewal), and cash same store NOI grew 7.1% for the year. Occupancy ended 2025 at 94.4%. The board raised the quarterly dividend to $0.50 per share for March 31, 2026, a 12.4% increase. For 2026, the company initiated NAREIT FFO guidance of $3.09 to $3.19 per share/unit, about 6% growth at the midpoint, assuming 94.0%–95.0% average in-service occupancy and 5.0%–6.0% cash same store NOI growth.

First Industrial Realty Trust, Inc. and its operating partnership refinanced key unsecured term loans. On January 22, 2026, they entered into a Second Amended and Restated Unsecured Term Loan Agreement with Wells Fargo for a $425.0 million unsecured term loan, which now matures on January 22, 2030, with a one-year extension option and the ability to request up to $150.0 million in incremental loans. They also entered into an Amended and Restated Unsecured Term Loan Agreement with U.S. Bank for a $375.0 million unsecured term loan, maturing January 22, 2029, with two one-year extension options and the ability to request up to $100.0 million in incremental loans.

Both facilities are interest-only until maturity, with variable rates based on base rate or secured overnight financing rate plus a margin tied to credit ratings and leverage. Based on the Operating Partnership’s current investment grade ratings, the applicable margin on SOFR-based borrowings is 0.85% and 0.00% on base-rate borrowings. The company fully guarantees both agreements and intends to use the proceeds primarily to refinance existing term loans and for general business purposes. They also entered into a related amendment to a March 2025 term loan to remove a 0.10% per annum addition to certain SOFR-based interest rates.

First Industrial Realty Trust reported equity-based awards for its Chief Financial Officer on a Form 4. The filing shows the CFO received 23,570 common units of limited partnership interest ("LP Units") in First Industrial, L.P. on 01/01/2026, upon vesting of Performance Units originally issued on January 1, 2023 under the 2014 Stock Incentive Plan. Each LP Unit may be converted into one share of the company’s common stock.

In addition, the CFO was granted 6,834 LP Units in First Industrial, L.P. under the 2024 Stock Incentive Plan. These LP Units vest in three equal installments on January 1, 2027, January 1, 2028 and January 1, 2029. Once vested and after receiving certain allocations, each LP Unit can ultimately convert on a one-for-one basis into a share of common stock.