0001571283false00015712832026-09-162026-09-160001571283us-gaap:CommonStockMember2026-09-162026-09-160001571283us-gaap:SeriesBPreferredStockMember2026-09-162026-09-160001571283us-gaap:SeriesCPreferredStockMember2026-09-162026-09-16
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): September 16, 2026
REXFORD INDUSTRIAL REALTY, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 001-36008 | | 46-2024407 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | |
| 11620 Wilshire Boulevard, Suite 1000 | | |
| Los Angeles | | |
| California | | 90025 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 966-1680
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbols | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | REXR | | New York Stock Exchange |
| 5.875% Series B Cumulative Redeemable Preferred Stock | | REXR-PB | | New York Stock Exchange |
| 5.625% Series C Cumulative Redeemable Preferred Stock | | REXR-PC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 16, 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 completed the disposition of a portfolio of 22 industrial properties (the “Portfolio”) to an affiliate of EQT Real Estate (the “Buyer”) pursuant to the Agreement of Purchase and Sale and Escrow Instructions, dated August 13, 2026, previously disclosed by the Company in a Current Report on Form 8-K filed on August 18, 2026. The aggregate purchase price for the Portfolio was approximately $1.2 billion, before giving effect to customary credits, prorations and closing adjustments. The Company intends to use the net proceeds from the disposition for general corporate purposes, including debt repayment, repurchases of common stock and internal repositioning and development projects.
Item 7.01 Regulation FD Disclosure
On September 17, 2026, the Company issued a press release announcing the completion of the disposition of the Portfolio. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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 the Company's intended use of proceeds from the disposition of the Portfolio and similar 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 and phrases. Actual outcomes and results could differ materially from those expressed in or implied by the forward-looking statements as a result of a number of risks and uncertainties. The Company undertakes no duty to update any forward-looking statements contained in this Current Report on Form 8-K except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit Number | | Description |
| 10.1 | | Agreement of Purchase and Sale and Escrow Instructions, dated as of August 13, 2026, by and among the entities set forth on Schedule A thereto, as sellers, and Exeter 10545 Production, LLC, as buyer, as amended by Amendment No. 1 thereto, dated September 10, 2026, and Amendment No. 2 thereto, dated September 16, 2026. |
| | |
| 99.1 | | Press Release Dated September 17, 2026 |
| | |
| 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: September 17, 2026 | By: | /s/ Michael P. Fitzmaurice |
| | Michael P. Fitzmaurice Chief Financial Officer |
| | |
Rexford Industrial Completes a $1.2 Billion Industrial Portfolio Sale
Transaction Advances $2.0 Billion Non-Core Portfolio Realignment
$1.5 Billion Completed Year-to-Date Dispositions
Los Angeles — September 17, 2026 — Rexford Industrial Realty, Inc. (the “Company” or “Rexford Industrial”) (NYSE: REXR) today announced the closing of its previously announced sale of an industrial portfolio to an affiliate of EQT Real Estate for approximately $1.2 billion (the “Portfolio Transaction”). The Portfolio Transaction is part of Rexford Industrial's previously announced portfolio realignment, a $2.0 billion disposition initiative of non-core assets that enhances the Company's portfolio quality, cash flow durability and balance sheet strength.
The Portfolio Transaction includes 22 industrial properties totaling 5.2 million rentable square feet, averaging 237,000 square feet per property. At closing, the portfolio had a weighted average remaining lease term of 2.7 years and in-place rents 28% above current market rates. As previously announced, the portfolio's estimated 2027 cash NOI yield is approximately 5.5% and reflects the anticipated roll-down of above-market in-place rents and expected tenant moveouts.
“The closing of this transaction reflects the decisive actions we have taken to advance our $2.0 billion portfolio realignment and the strong execution of our team,” said Laura Clark, Chief Executive Officer. “With $1.5 billion of dispositions completed year to date, we have made significant progress in strengthening our portfolio, improving the growth and resilience of our cash flow and further enhancing our balance sheet. As we near the completion of our portfolio realignment, Rexford is emerging as a stronger company, better positioned to capitalize on its value creation business model and drive long-term shareholder value.”
Third quarter to date, the Company has deployed a portion of disposition proceeds to repay $485 million of debt and repurchase $205 million of common stock. Year to date, the Company has repaid $492 million of debt and repurchased $505 million of common stock. The remaining disposition proceeds are expected to be deployed toward 2027 debt maturities, opportunistic repurchases of common stock under the Company's previously announced $1.0 billion share repurchase program and internal repositioning and
development projects that offer attractive risk-adjusted returns. The Company’s estimated year-end 2026 Net Debt to Adjusted EBITDAre is 3.5x.
Rexford Industrial has completed $1.5 billion of dispositions year to date, including $265 million of previously announced dispositions, the $1.2 billion Portfolio Transaction and $86 million of dispositions closed during the third quarter to date. These transactions position the Company within its full-year 2026 disposition guidance range of $1.5 billion to $2.0 billion.
As part of this announcement, the Company reaffirms its 2026 guidance provided in the second quarter 2026 earnings release dated July 23, 2026.
CBRE National Partners West served as the Company’s advisor in connection with the Portfolio Transaction.
Additional information regarding the Portfolio Transaction is available in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
About Rexford Industrial
Rexford Industrial creates value by investing in, operating and repositioning industrial properties throughout infill Southern California, the world's fourth largest industrial market and consistently the highest-demand with lowest-supply major market in the nation over the long term. The Company's highly differentiated strategy enables internal and external growth opportunities through its proprietary value creation and asset management capabilities. As of June 30, 2026, Rexford Industrial's high-quality, irreplaceable portfolio comprised 409 properties with approximately 49.9 million rentable square feet occupied by a stable and diverse tenant base. Structured as a real estate investment trust (REIT) listed on the New York Stock Exchange under the ticker "REXR," Rexford Industrial is an S&P MidCap 400 Index member. For more information, please visit rexfordindustrial.com.
Forward Looking Statements
This press release may contain 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 realize
the anticipated benefits of the Portfolio Transaction, 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.
Definitions / Discussion of Non-GAAP Financial Measures
Net Debt to Adjusted EBITDAre: Calculated as Net Debt divided by annualized Adjusted EBITDAre. We calculate Adjusted EBITDAre as net income (loss) (computed in accordance with GAAP), before interest expense, tax expense, depreciation and amortization, gains (or losses) from sales of depreciable operating property, impairment losses of depreciable property, non-cash stock-based compensation expense, acquisition expenses, the pro-forma effects of dispositions and other nonrecurring expenses. We believe that Adjusted EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct measure of the actual operating results of our industrial properties. We also use this measure in ratios to compare our performance to that of our industry peers. In addition, we believe Adjusted EBITDAre is frequently used by securities analysts, investors and other interested parties in the evaluation of Equity REITs. However, because Adjusted EBITDAre is calculated before recurring cash charges including interest expense and income taxes, and is not adjusted for capital expenditures or other recurring cash requirements of our business, its utility as a measure of our liquidity is limited. Accordingly, Adjusted EBITDAre should not be considered an alternative to cash flow from operating activities (as computed in accordance with GAAP) as a measure of our liquidity. Adjusted EBITDAre should not be considered as an alternative to net income or loss as an indicator of our operating performance. Other Equity REITs may calculate Adjusted EBITDAre differently than we do; accordingly, our Adjusted EBITDAre may not be comparable to such other Equity REITs’ Adjusted EBITDAre. Adjusted EBITDAre should be considered only as a supplement to net income (as computed in accordance with GAAP) as a measure of our performance. We do not provide a reconciliation for non-GAAP estimates of Net Debt or Adjusted EBITDAre on a forward-looking basis, as we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and/or amount of various items that would impact net income, which is the most directly comparable forward-looking GAAP financial measure. This includes, for example, other non-core items that have not yet occurred, are out of the Company's control and/or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable
GAAP financial measures may vary materially from the corresponding GAAP financial measures.
Contact
Doug Bettisworth
SVP, Investor Relations and Capital Markets
(310) 943-7157
dbettisworth@rexfordindustrial.com