[8-K] Rexford Industrial Realty, Inc. Reports Material Event

Rhea-AI Filing Summary

Rexford Industrial Realty, Inc. announced that its Board of Directors has appointed David Stockert as an independent director, effective January 1, 2026, and temporarily increased the Board size from eight to nine members. Stockert will also join the Board’s Audit Committee on that date, while Debra L. Morris will step off the Audit Committee.

The company plans to reduce the Board to seven directors at the next annual meeting, when the service of directors Michael S. Frankel and Howard Schwimmer is completed, eliminating resulting vacancies. The Board has determined that Stockert meets New York Stock Exchange independence standards and qualifies as an audit committee financial expert under SEC and NYSE rules. He brings extensive real estate and REIT leadership experience, including prior CEO and board roles, and will receive the company’s standard non-employee director compensation and indemnification agreement.

Insights

Corporate Governance Analyst

Routine but constructive board refresh: new independent director and audit committee expert, with overall board size shrinking post-transition.

The company is adding David Stockert as an independent director and audit committee member effective January 1, 2026, while temporarily increasing the board from eight to nine seats. After the next annual meeting, the board will drop to seven directors as two current directors complete their service, eliminating any vacancies. This describes a planned refresh rather than an expansion of governance power.

The board designates Stockert as both an independent director under NYSE rules and an audit committee financial expert, which strengthens formal financial oversight and aligns with exchange expectations. His background spans REIT leadership, board roles at other listed real estate companies, prior investment banking work, and CPA experience, suggesting a strong fit for audit committee responsibilities. The filing states there are no related-party transactions or special arrangements tied to his appointment, and he will participate in the standard non-employee director compensation and indemnification framework.

The near-term implications center on audit committee composition: Stockert joins while Debra L. Morris steps off the committee on January 1, 2026. A press release dated November 25, 2025 communicates these changes externally but is furnished, not filed, limiting Exchange Act liability. Over the next annual meeting cycle, attention naturally falls on how the reduced seven-member board and the reconstituted audit committee operate under this refreshed mix of experience.

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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): November 24, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 24, 2025, the Board of Directors (the “Board”) of Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), increased the size of the Board from eight to nine directors effective January 1, 2026, and appointed David Stockert to serve as an independent director of the Company, effective January 1, 2026. Mr. Stockert was also appointed to serve as a member of the Board’s Audit Committee, effective January 1, 2026. The number of directors of the Company will be reduced by two to a total of seven directors effective at the next annual meeting of the Company’s stockholders, eliminating any vacancies on the Board resulting from the completion of Michael S. Frankel and Howard Schwimmer’s service as directors. Effective as of January 1, 2026, Debra L. Morris will no longer serve on the Company’s Audit Committee.

The Board has determined that Mr. Stockert qualifies as an independent director under the New York Stock Exchange (the “NYSE”) rules and the Company’s corporate governance guidelines. Additionally, the Board has determined that Mr. Stockert qualifies as an audit committee financial expert pursuant to the definition adopted by the Securities and Exchange Commission and the listing standards of the NYSE.

Mr. Stockert, 63, has served as a general partner of Sweetwater Opportunity Funds, a series of Atlanta-based private real estate investment funds, since 2019. From 2002 until its merger with Mid-America Apartment Communities, Inc. in 2016, he served as Chief Executive Officer and President of Post Properties, Inc., a real estate investment trust, after joining in 2001 as President and Chief Operating Officer. Prior to joining Post Properties, Inc., Mr. Stockert held senior leadership positions at Duke Realty Corporation and Weeks Corporation, each an Industrial REIT. He has served as a member of the board of directors of Mid-America Apartment Communities, Inc. (NYSE: MAA) since 2016 and previously served on the board of directors of Duke Realty Corporation from 2017 until its acquisition by Prologis, Inc. in 2022. From 2019 to 2022, Mr. Stockert served as lead independent director of Duke Realty Corporation. Earlier in his career, Mr. Stockert was an investment banker focused on real estate and practiced as a Certified Public Accountant at Ernst & Young LLP. He holds an MBA from Columbia Business School and a bachelor’s degree in accounting from the University of Colorado at Boulder.

There are no arrangements or understandings between Mr. Stockert and any other person pursuant to which he was elected as a director. There are no transactions in which Mr. Stockert has an interest requiring disclosure herein under Item 404(a) of Regulation S-K. Mr. Stockert will be compensated in accordance with the Company’s non-employee director compensation program. The Company will enter into its standard indemnification agreement with Mr. Stockert.

Item 7.01 Regulation FD

On November 25, 2025, the Company issued a press release in connection with the appointment of Mr. Stockert to the Board as reported under Item 5.02 above. A copy of this press release is furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.

Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release, dated November 25, 2025
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Rexford Industrial Realty, Inc.
Date: November 25, 2025			By:			/s/ David E. Lanzer
						David E. Lanzer General Counsel & Secretary

FAQ

What did Rexford Industrial Realty (REXR) announce in this 8-K?

Rexford Industrial Realty reported that its Board appointed David Stockert as an independent director and Audit Committee member, effective January 1, 2026, and outlined related Board size changes.

Who is David Stockert, the new independent director at Rexford Industrial Realty (REXR)?

David Stockert, age 63, is a long-time real estate executive. He has been a general partner of Sweetwater Opportunity Funds since 2019 and previously served as CEO and President of Post Properties, Inc., with additional senior roles at several industrial REITs.

How will the Rexford Industrial Realty (REXR) Board size change?

The Board will increase from eight to nine directors effective January 1, 2026, when Stockert joins. At the next annual meeting, the number of directors will be reduced by two to a total of seven directors as the service of Michael S. Frankel and Howard Schwimmer is completed.

What committee role will David Stockert have at Rexford Industrial Realty (REXR)?

Effective January 1, 2026, David Stockert will serve as a member of Rexford’s Audit Committee, while Debra L. Morris will no longer serve on that committee.

Is David Stockert considered independent and financially expert under NYSE and SEC rules?

The Board determined that David Stockert qualifies as an independent director under NYSE rules and the company’s governance guidelines, and that he is an audit committee financial expert under SEC and NYSE standards.

Will David Stockert have any special arrangements or related-party transactions with Rexford Industrial Realty (REXR)?

The company states there are no arrangements or understandings with any person under which he was elected and no transactions involving him that require disclosure under Item 404(a) of Regulation S-K.

How will David Stockert be compensated as a director of Rexford Industrial Realty (REXR)?

David Stockert will be compensated under Rexford’s non-employee director compensation program, and the company will enter into its standard indemnification agreement with him.