Rexford (REXR) Co-CEO Michael Frankel receives 61,058 fully vested LTIP Units

Rhea-AI Filing Summary

Frankel Michael S. reported acquisition or exercise transactions in this Form 4 filing.

Rexford Industrial Realty, Inc. director and Co-CEO Michael S. Frankel received a grant of 61,058 LTIP Units on February 19, 2026. These LTIP Units are a class of limited partnership units in Rexford Industrial Realty, L.P. that can, over time and upon certain conditions, reach economic parity with common operating partnership units.

The LTIP Units issued under the company’s 2013 Incentive Award Plan are fully vested and nonforfeitable as of February 19, 2026. Following this award, Frankel directly holds 753,991 LTIP Units, in addition to 583,538 shares of common stock and 612,967 Performance Units in the operating partnership.

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

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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)
02/19/2026

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

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
LTIP Units(1)(2)	(1)(2)	02/19/2026		A		61,058		(1)(2)	(1)(2)	Common Stock, par value $0.01	61,058	(1)(2)	753,991(3)	D

Explanation of Responses:

1. LTIP Units are a class of limited partnership units in Rexford Industrial Realty, L.P. (the "Operating Partnership"). Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("OP Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested LTIP 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 ("Shares") or for the cash value of such shares, at the Issuer's election.

2. (Continued from Footnote 1) The LTIP Units issued pursuant to the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan are fully vested and nonforfeitable as of February 19, 2026.

3. The Reporting Person also owns 583,538 Shares and 612,967 Performance Units, a class of limited partnership units in the Operating Partnership.

Remarks:

	/s/ Michael S. Frankel	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Rexford Industrial Realty (REXR) report for Michael S. Frankel?

Rexford Industrial Realty reported that Michael S. Frankel received a grant of 61,058 LTIP Units on February 19, 2026. This was a non-cash award under the company’s 2013 Incentive Award Plan and increased his directly held LTIP Units to 753,991.

What are LTIP Units in the context of Rexford Industrial Realty (REXR)?

LTIP Units are a class of limited partnership units in Rexford Industrial Realty, L.P. Initially they do not have full parity with common OP Units for liquidating distributions, but can achieve full parity over time upon certain events described in the operating partnership’s agreement.

Are the LTIP Units granted to Michael S. Frankel of Rexford (REXR) vested?

Yes, the LTIP Units granted to Michael S. Frankel are fully vested and nonforfeitable as of February 19, 2026. This means he does not need to meet additional service or performance conditions for these specific units to remain outstanding.

Can Michael S. Frankel’s LTIP Units at Rexford (REXR) be converted into common stock?

If LTIP Units reach full parity with OP Units, vested LTIP Units may be converted into an equal number of OP Units on a one-for-one basis. OP Units are then redeemable for an equivalent number of Rexford common shares or cash at the company’s election.

What other Rexford (REXR) equity interests does Michael S. Frankel own besides LTIP Units?

In addition to LTIP Units, Michael S. Frankel also owns 583,538 shares of Rexford’s common stock and 612,967 Performance Units in the operating partnership. These holdings provide further equity-based alignment with Rexford Industrial Realty’s long-term performance.

Was the February 19, 2026 Rexford (REXR) insider transaction a purchase or an award?

The February 19, 2026 transaction for Michael S. Frankel was recorded as a grant or award acquisition of derivative securities, not an open-market purchase. The LTIP Units were reported at a price of $0.0000 per unit, consistent with an equity incentive award.