Rexford Industrial (REXR) GC liquidates stock following OP unit redemption

Rhea-AI Filing Summary

Rexford Industrial Realty (REXR) – Form 4, filed 07/21/2025

General Counsel & Secretary David E. Lanzer converted 26,449 Operating Partnership (OP) units into common stock on 07/17/2025 and sold the entire block on 07/21/2025 at a weighted-average price of $36.8675. Gross proceeds total roughly $0.97 million. Following the transactions, Lanzer reports zero directly held common shares. His remaining exposure is limited to 16,798 vested Performance/LTIP units; no OP units are shown as outstanding.

• Transaction codes: C (unit-to-stock conversion) and S (open-market sale).
• Sale executed in multiple trades between $36.72–$37.03.
• Form filed individually; no other insiders involved.

The filing signals a near-term reduction in Lanzer’s direct equity stake while retaining deferred, performance-linked units.

Positive

• Insider retains 16,798 vested Performance/LTIP units, preserving some long-term alignment with shareholder value.

Negative

• Complete sale of 26,449 common shares (~$0.97 M) reduces the officer’s direct ownership to zero, a potential bearish sentiment signal.

Insights

Securities Analyst

TL;DR – Insider converts OP units and liquidates ~$0.97 M in REXR stock, trimming immediate equity exposure.

Lanzer’s sale of 26,449 shares eliminates his direct common-stock position, suggesting limited short-term ownership alignment. Although he retains 16,798 vested Performance/LTIP units, those instruments are contingent on future service and company performance, providing less direct market exposure. The dollar value is modest relative to REXR’s $14 B market cap, yet insider dispositions—especially of 100% of newly converted shares—are typically viewed as a mildly negative sentiment signal. No new equity awards accompany the sale, and there is no indication of a 10b5-1 trading plan. Impact: negative but not material to fundamentals.

Insider Trade Summary

Net Seller: 26,449 shares ($975,109)

Net Sell 5 txns

Insider Lanzer David E.

Role General Counsel & Secretary

Sold 26,449 shs ($975K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.01	26,449	$36.8675	$975K
Exercise	Performance Units	26,449	$0.00	--
Exercise	Operating Partnership Units	26,449	$0.00	--
Conversion	Operating Partnership Units	26,449	$0.00	--
Conversion	Common Stock, par value $0.01	26,449	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 — 0 shares (Direct); Performance Units — 16,798 shares (Direct); Operating Partnership Units — 26,449 shares (Direct)

Footnotes (1)

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. This transaction was executed in multiple trades at prices ranging from $36.72 to $37.03. The price reported above reflects the weighted average sale price. Full information regarding the number of shares sold at each price shall be provided upon request to the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. 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 26,449 Performance Units referred to herein have vested and reached such parity. Reflects the conversion of 26,449 vested Performance Units into 26,449 OP Units. n/a The Reporting Person also owns 50,332 LTIP Units, a class of limited partnership units in the Operating Partnership. 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.

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).

1. Name and Address of Reporting Person^*

Lanzer David E.

(Last) (First) (Middle)

11620 WILSHIRE BLVD., 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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	07/17/2025		C(1)		26,449	A	$0	26,449	D
Common Stock, par value $0.01	07/21/2025		S		26,449	D	$36.8675(2)	0	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(3)	(3)	07/17/2025		M(4)			26,449	(5)	(5)	Common Stock, par value $0.01	26,449	$0	16,798(6)	D
Operating Partnership Units(7)	(7)	07/17/2025		M(4)		26,449		(5)	(5)	Common Stock, par value $0.01	26,449	$0	26,449	D
Operating Partnership Units(7)	(7)	07/17/2025		C(1)			26,449	(5)	(5)	Common Stock, par value $0.01	26,449	$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. This transaction was executed in multiple trades at prices ranging from $36.72 to $37.03. The price reported above reflects the weighted average sale price. Full information regarding the number of shares sold at each price shall be provided upon request to the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

3. 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 26,449 Performance Units referred to herein have vested and reached such parity.

4. Reflects the conversion of 26,449 vested Performance Units into 26,449 OP Units.

5. n/a

6. The Reporting Person also owns 50,332 LTIP Units, a class of limited partnership units in the Operating Partnership.

7. 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/ David E. Lanzer	07/21/2025
	** 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.
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.

FAQ

How many REXR shares did David E. Lanzer sell?

He sold 26,449 common shares.

What was the average sale price of the REXR shares?

The weighted-average price was $36.8675, with trades between $36.72 and $37.03.

Does the insider still own REXR common stock after the sale?

No. The filing shows 0 directly held common shares post-transaction.

What derivative units does Lanzer still hold?

He reports 16,798 vested Performance/LTIP units, which may convert to OP units or common stock in the future.

When were the transactions executed?

Conversion occurred on 07/17/2025; the sale was completed on 07/21/2025.