Rexford (REXR) COO earns 26,305 Performance Units after 2025 award vesting

Rhea-AI Filing Summary

Rexford Industrial Realty, Inc. Chief Operating Officer Laura E. Clark reported an equity award tied to past performance. On February 16, 2026, she acquired 26,305 Performance Units at $0.00 per unit after the compensation committee certified they were earned and vested for a performance period ending December 31, 2025.

Performance Units are limited partnership units in the company’s operating partnership that can, after reaching full parity with common OP units, be converted one-for-one into OP units and then redeemed for an equivalent number of common shares or cash. Following this grant, Clark directly holds 55,290 Performance Units and also owns 148,420 LTIP Units in the operating partnership.

Insights

Equity compensation analyst

COO receives performance-based partnership units that can later convert into equity-like interests.

The filing shows Laura E. Clark, Rexford’s Chief Operating Officer, acquiring 26,305 Performance Units for no cash cost after performance goals through December 31, 2025 were certified as achieved. These units vest based on prior performance rather than being an open‑market purchase.

Performance Units are a class of operating partnership units that may, upon reaching full parity with common OP units, convert one‑for‑one into OP units and then be redeemable for common stock or cash. This structure aligns compensation with long‑term results but also represents potential future equity issuance.

After this award, Clark holds 55,290 Performance Units and separately owns 148,420 LTIP Units. The actual impact on shareholders will depend on if and when these units reach parity, are converted into OP units, and are ultimately redeemed for common stock or cash.

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^*

CLARK LAURA 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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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
Performance Units(1)	(1)	02/16/2026		A		26,305(2)		(1)(2)	(1)(2)	Common Stock, par value $0.01	26,305	(1)(2)	55,290(3)	D

Explanation of Responses:

1. Performance Units are a class of limited partnership units in Rexford Industrial Realty, L.P., the operating partnership of the Issuer (the "Operating Partnership"). Initially, the Performance 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 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 ("Shares") or for the cash value of such Shares, at the Issuer's election.

2. Reflects Performance Units that were initially granted on November 8, 2022, pursuant to the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P 2013 Incentive Award Plan, that were subject to performance-based vesting conditions. On December 31, 2025, the measurement period for the performance award ended and on February 16, 2026, the compensation committee of the board of directors certified that 26,305 Performance Units were earned and vested. The number of vested Performance Units reported herein includes 1,897 distribution equivalent units. The vested Performance Units are nonforfeitable as of December 31, 2025.

3. The Reporting Person also owns 148,420 LTIP Units, a class of limited partnership units in the Operating Partnership.

Remarks:

	/s/ Laura E. Clark	02/18/2026
	** 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 (REXR) report for Laura E. Clark?

Rexford Industrial reported that Chief Operating Officer Laura E. Clark acquired 26,305 Performance Units on February 16, 2026. These units were earned under a performance award whose measurement period ended December 31, 2025, and were granted at $0.00 per unit as equity compensation.

What are Performance Units in the Rexford Industrial (REXR) Form 4 filing?

The Performance Units are a class of limited partnership units in Rexford Industrial Realty, L.P. They can, after achieving full parity with common OP Units, be converted one‑for‑one into OP Units and then redeemed for either Rexford common stock or cash, at the company’s election.

How many Performance Units does Laura E. Clark hold after this Rexford (REXR) transaction?

After the reported transaction, Laura E. Clark directly holds 55,290 Performance Units. This total reflects the newly vested 26,305 Performance Units earned under a performance‑based award, along with Performance Units she already owned before this certification and grant.

When were the Rexford (REXR) Performance Units originally granted and when did they vest?

The Performance Units were initially granted on November 8, 2022 under Rexford’s 2013 Incentive Award Plan. The performance measurement period ended on December 31, 2025, and on February 16, 2026, the compensation committee certified that 26,305 units were earned and vested.

What other equity interests related to Rexford (REXR) does Laura E. Clark own?

In addition to her 55,290 Performance Units, Laura E. Clark also owns 148,420 LTIP Units, another class of limited partnership units in Rexford Industrial Realty, L.P. These holdings indicate substantial long‑term, equity‑linked compensation tied to the operating partnership’s value.

Do the Rexford (REXR) Performance Units include distribution equivalent units?

Yes. The 26,305 vested Performance Units reported include 1,897 distribution equivalent units. Distribution equivalent units typically mirror cash distributions on underlying units, increasing the total units earned when distributions are paid during the performance or vesting period.