Rexford Industrial (REXR) director surrenders 281,813 shares for tax withholding

Rhea-AI Filing Summary

Rexford Industrial Realty, Inc. director Michael S. Frankel reported a routine tax-related share disposition. On April 9, 2026, 281,813 shares of common stock were surrendered to the company to cover tax withholding due on the vesting of 560,406 shares of restricted common stock.

After this withholding transaction, Frankel directly holds 278,593 shares of common stock. Footnotes also note additional exposure through 753,991 LTIP Units and 612,967 Performance Units in the operating partnership, indicating a substantial remaining economic interest aligned with shareholders.

Insights

Equity compensation and insider activity analyst

Filing shows routine tax withholding on a large equity vesting, not an open-market sale.

The transaction reflects 281,813 shares of Rexford Industrial Realty common stock surrendered to the issuer at $34.28 per share to satisfy tax obligations on vesting of 560,406 restricted shares. Code F events are compensation mechanics rather than discretionary trading.

Following the transaction, Michael S. Frankel holds 278,593 common shares directly and maintains significant indirect exposure through 753,991 LTIP Units and 612,967 Performance Units. This context suggests the disposition is part of routine equity compensation administration rather than a change in long-term ownership posture.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Frankel Michael S.

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, par value $0.01	281,813	$34.28	$9.66M

Holdings After Transaction: Common Stock, par value $0.01 — 278,593 shares (Direct)

Footnotes (1)

1. Represents Common Stock surrendered to the Issuer as payment of tax withholding due upon vesting of 560,406 shares of restricted common stock on April 9, 2026. The Reporting Person also owns the following derivative securities: (i) 753,991 LTIP Units and (ii) 612,967 Performance Units. LTIP Units and Performance Units are each a class of limited partnership units in Rexford Industrial Realty, L.P., the operating partnership of the Issuer.

Key Figures

Tax-withholding shares surrendered: 281,813 shares Implied tax-withholding price: $34.28 per share Restricted shares vesting: 560,406 shares +3 more

6 metrics

Tax-withholding shares surrendered 281,813 shares Common stock surrendered on April 9, 2026 for tax withholding

Implied tax-withholding price $34.28 per share Value used for surrendered common stock

Restricted shares vesting 560,406 shares Restricted common stock vested on April 9, 2026

Common shares held after transaction 278,593 shares Direct holdings following tax-withholding disposition

LTIP Units held 753,991 units LTIP Units in Rexford Industrial Realty, L.P.

Performance Units held 612,967 units Performance Units in Rexford Industrial Realty, L.P.

Key Terms

tax withholding, restricted common stock, LTIP Units, Performance Units

4 terms

tax withholding financial

"Represents Common Stock surrendered to the Issuer as payment of tax withholding due upon vesting"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

restricted common stock financial

"due upon vesting of 560,406 shares of restricted common stock on April 9, 2026"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

LTIP Units financial

"The Reporting Person also owns the following derivative securities: (i) 753,991 LTIP Units"

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

Performance Units financial

"and (ii) 612,967 Performance Units. LTIP Units and Performance Units are each a class"

Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Frankel Michael S.

(Last) (First) (Middle)

11620 WILSHIRE BOULEVARD

SUITE 1000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Rexford Industrial Realty, Inc. [ REXR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	04/09/2026		F		281,813(1)	D	$34.28	278,593(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Common Stock surrendered to the Issuer as payment of tax withholding due upon vesting of 560,406 shares of restricted common stock on April 9, 2026.

2. The Reporting Person also owns the following derivative securities: (i) 753,991 LTIP Units and (ii) 612,967 Performance Units. LTIP Units and Performance Units are each a class of limited partnership units in Rexford Industrial Realty, L.P., the operating partnership of the Issuer.

Remarks:

	/s/ Cher Riban, as attorney-in-fact	04/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Michael S. Frankel report for REXR?

Michael S. Frankel reported surrendering 281,813 Rexford Industrial Realty shares to the company to cover tax withholding. This occurred when 560,406 restricted common shares vested on April 9, 2026, and is a compensation-related event rather than an open-market trade.

Was the REXR Form 4 transaction an open-market sale of shares?

No, the Form 4 for Rexford Industrial Realty shows a tax-withholding disposition, not an open-market sale. Shares were surrendered to the issuer to pay taxes owed on vesting of 560,406 restricted shares, a common feature of equity compensation programs.

How many Rexford Industrial Realty shares does Michael S. Frankel hold after this filing?

After the tax-withholding disposition, Michael S. Frankel directly holds 278,593 shares of Rexford Industrial Realty common stock. He also has economic exposure through 753,991 LTIP Units and 612,967 Performance Units in the operating partnership, according to the footnotes.

What triggered the tax-withholding share surrender reported in REXR’s Form 4?

The share surrender was triggered by the vesting of 560,406 shares of restricted common stock on April 9, 2026. To satisfy tax withholding obligations on that vesting, 281,813 shares were surrendered back to Rexford Industrial Realty as payment in kind.

What are LTIP Units and Performance Units mentioned in the REXR Form 4 footnotes?

LTIP Units and Performance Units are classes of limited partnership units in Rexford Industrial Realty, L.P., the company’s operating partnership. The Form 4 notes Michael S. Frankel holds 753,991 LTIP Units and 612,967 Performance Units, providing additional equity-linked economic interest.