REXR Form 4: Howard Schwimmer receives large restricted stock award

Rhea-AI Filing Summary

Rexford Industrial Realty, Inc. (REXR) disclosed a large equity grant to a senior executive. Co-CEO and Co-President Howard Schwimmer reported receiving 560,406 shares of restricted common stock on 11/17/2025 at a price of $0 per share, increasing his directly held common stock to 610,619 shares.

The restricted shares were issued under the company’s 2013 Incentive Award Plan and will vest only if several conditions are met. Vesting requires Mr. Schwimmer’s continued service with Rexford through March 31, 2026 (or earlier if the company terminates his employment without cause), compliance with a Transition and Separation Agreement entered into on November 17, 2025, and execution and non-revocation of a defined Supplemental Release. The filing also notes indirect holdings through family trusts and various partnership units, for which beneficial ownership is disclaimed except for his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schwimmer Howard

Role Co-CEO, Co-President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01	560,406	$0.00	--
holding	Common Stock, par value $0.01	--	--	--

Holdings After Transaction: Common Stock, par value $0.01 — 610,619 shares (Direct); Common Stock, par value $0.01 — 13,575 shares (Indirect, See Footnote)

Footnotes (1)

1. Represents shares of restricted common stock issued to the Reporting Person as pursuant to the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan. Vesting of these shares is subject to (i) continued service of the Reporting Person with the Issuer through March 31, 2026 (or, if earlier, through the date the Issuer terminates the employment of the Reporting Person without cause), (ii) compliance by the Reporting Person with the terms of the Transition and Separation Agreement entered into on November 17, 2025 between the Issuer and the Reporting Person, and (iii) execution and non-revocation of the Supplemental Release (as defined in the Transition and Separation Agreement). These shares will vest on the date on which the Supplemental Release becomes effective. The Reporting Person also owns the following derivative securities: (i) 119,320 common units of limited partnership interest ("OP Units") in the Issuer's operating partnership subsidiary, Rexford Industrial Realty, L.P. (the "Operating Partnership"), of which 935 OP Units are held by the Schwimmer Living Trust dated December 14, 2001 (the "Living Trust") of which the Reporting Person is a trustee, and of which 42,002 OP Units are held by the Schwimmer Family Irrevocable Trust (the "Family Trust") of which the Reporting Person is a trustee, (ii) 751,019 LTIP Units, a class of limited partnership units in the Operating Partnership, and (iii) 577,616 Performance Units, a class of limited partnership units in the Operating Partnership. The Reporting Person disclaims beneficial ownership of the OP Units held by the Living Trust and the Family Trust, except to the extent of his pecuniary interest therein. Represents shares of common stock held by the Family Trust, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such common stock, except to the extent of his pecuniary interest therein.

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^*

Schwimmer Howard

(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)
11/17/2025

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	11/17/2025		A		560,406(1)	A	$0	610,619	D(2)
Common Stock, par value $0.01								13,575	I	See Footnote(3)

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 shares of restricted common stock issued to the Reporting Person as pursuant to the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan. Vesting of these shares is subject to (i) continued service of the Reporting Person with the Issuer through March 31, 2026 (or, if earlier, through the date the Issuer terminates the employment of the Reporting Person without cause), (ii) compliance by the Reporting Person with the terms of the Transition and Separation Agreement entered into on November 17, 2025 between the Issuer and the Reporting Person, and (iii) execution and non-revocation of the Supplemental Release (as defined in the Transition and Separation Agreement). These shares will vest on the date on which the Supplemental Release becomes effective.

2. The Reporting Person also owns the following derivative securities: (i) 119,320 common units of limited partnership interest ("OP Units") in the Issuer's operating partnership subsidiary, Rexford Industrial Realty, L.P. (the "Operating Partnership"), of which 935 OP Units are held by the Schwimmer Living Trust dated December 14, 2001 (the "Living Trust") of which the Reporting Person is a trustee, and of which 42,002 OP Units are held by the Schwimmer Family Irrevocable Trust (the "Family Trust") of which the Reporting Person is a trustee, (ii) 751,019 LTIP Units, a class of limited partnership units in the Operating Partnership, and (iii) 577,616 Performance Units, a class of limited partnership units in the Operating Partnership. The Reporting Person disclaims beneficial ownership of the OP Units held by the Living Trust and the Family Trust, except to the extent of his pecuniary interest therein.

3. Represents shares of common stock held by the Family Trust, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such common stock, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Howard Schwimmer	11/19/2025
	** 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

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

The company reported that Co-CEO and Co-President Howard Schwimmer received 560,406 shares of restricted common stock of Rexford Industrial Realty, Inc. on 11/17/2025 at a price of $0 per share.

What are the vesting conditions for Howard Schwimmers new REXR restricted shares?

The 560,406 restricted shares vest only if Mr. Schwimmer (i) continues service with Rexford through March 31, 2026 (or earlier termination without cause), (ii) complies with the Transition and Separation Agreement dated November 17, 2025, and (iii) executes and does not revoke the defined Supplemental Release. Vesting occurs on the date the Supplemental Release becomes effective.

How many Rexford Industrial Realty shares does Howard Schwimmer own after the reported transaction?

Following the reported grant, Mr. Schwimmer beneficially owns 610,619 shares of common stock directly, plus 13,575 shares indirectly through a family trust, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

What other Rexford Industrial Realty-related securities does Howard Schwimmer hold?

He also holds derivative interests including 119,320 OP Units in Rexford Industrial Realty, L.P., 751,019 LTIP Units, and 577,616 Performance Units. Portions of the OP Units are held in the Schwimmer Living Trust and the Schwimmer Family Irrevocable Trust, where he disclaims beneficial ownership except for his pecuniary interest.

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

The reporting person, Howard Schwimmer, is identified as both a Director and an Officer of Rexford Industrial Realty, Inc., serving as Co-CEO and Co-President.