Rexford Industrial (REXR) insider equity conversion reported on Form 4

Rhea-AI Filing Summary

Rexford Industrial Realty, Inc. (REXR) filed a Form 4 reporting an equity-based compensation transaction by a co-CEO, co-President and director. On 11/21/2025, the reporting person received 80,250 shares of common stock at a price of $0 following the redemption and exchange of operating partnership units.

The filing shows the conversion of 80,250 vested Performance Units into 80,250 operating partnership units, which were then tendered for redemption and exchanged into common stock. After these transactions, the reporting person directly beneficially owned 640,656 shares of common stock and 532,871 derivative securities. Operating partnership units are redeemable for cash equal to the market value of one share of common stock or, at the company’s election, for one share of common stock per unit.

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

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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^*

Frankel Michael S.

(Last) (First) (Middle)

11620 WILSHIRE BOULEVARD

SUITE 1000

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Co-CEO, Co-President

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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

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

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

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	11/21/2025		C(1)		80,250	A	$0	640,656	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
Performance Units(2)	(2)	11/21/2025		M(3)			80,250	(4)	(4)	Common Stock, par value $0.01	80,250	$0	532,871	D
Operating Partnership Units(5)	(5)	11/21/2025		M(3)		80,250		(4)	(4)	Common Stock, par value $0.01	80,250	$0	80,250	D
Operating Partnership Units(5)	(5)	11/21/2025		C(1)			80,250	(4)	(4)	Common Stock, par value $0.01	80,250	$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 Operating Partnership's partnership agreement.

2. Performance Units are a class of limited partnership units in Operating Partnership. 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. OP Units are redeemable by the holder for an equivalent number of shares of the Issuer's common stock or for the cash value of such shares, at the Issuer's election. The 80,250 Performance Units referred to herein have vested and reached such parity.

3. Reflects the conversion of 80,250 vested Performance Units into 80,250 OP Units.

4. n/a

5. 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.

Remarks:

	/s/ Cher Riban, as attorney-in-fact	11/25/2025
	** 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.
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FAQ

What insider transaction did Rexford Industrial Realty (REXR) report on this Form 4?

The Form 4 reports that a co-CEO, co-President and director converted 80,250 vested Performance Units into 80,250 operating partnership units, then tendered those units for redemption and exchange into 80,250 shares of common stock.

How many Rexford Industrial Realty (REXR) shares does the insider own after the transaction?

After the reported transactions on 11/21/2025, the reporting person beneficially owned 640,656 shares of common stock directly and 532,871 derivative securities related to the company.

What are Performance Units and OP Units in Rexford Industrial Realtys structure?

Performance Units are a class of limited partnership units in the operating partnership that can, after meeting conditions in the partnership agreement, achieve full parity with OP Units. Once vested and at parity, Performance Units may be converted one-for-one into OP Units, which in turn are redeemable for cash equal to the market value of one share of common stock or, at the issuers election, for one share of common stock per unit.

Was there any cash paid in the reported Rexford (REXR) insider transaction?

No cash was paid for the equity received in this transaction. The common stock and related conversions were reported at a price of $0, indicating a non-cash equity compensation and exchange event.

What is the relationship of the reporting person to Rexford Industrial Realty (REXR)?

The reporting person is a director and an officer of Rexford Industrial Realty, Inc., holding the titles of Co-CEO and Co-President, and filed the Form 4 as an individual reporting person.

On what date did the Rexford (REXR) insider transaction occur?

The earliest transaction date disclosed in this Form 4 is 11/21/2025, which applies to both the conversion of Performance Units and the redemption and exchange of operating partnership units into common stock.