Terreno Realty (TRNO) Form 4: Routine RSU vesting, 8,589 shares withheld

Rhea-AI Filing Summary

Terreno Realty Corp. (TRNO) – Form 4 insider filing: President and Director Michael A. Coke reported an 08/01/2025 transaction coded “F,” indicating shares were withheld to satisfy tax obligations triggered by the vesting of restricted stock.

• Shares withheld: 8,589 common shares at an implied price of $54.27.
• Underlying vesting: 16,440 restricted shares vested the same day.
• Post-transaction ownership: 393,575 shares held directly and 174,940 shares held indirectly via a Rabbi Trust, for a total of 568,515 shares.

No open-market buying or selling occurred; the transaction does not signal a change in sentiment but is an administrative, non-discretionary tax settlement. The sizeable remaining stake keeps management’s equity alignment intact.

Positive

• Management alignment: Coke still controls about 568k shares, preserving meaningful skin in the game.

Negative

• Share count decrease: Direct ownership fell by 8,589 shares, albeit for tax withholding rather than discretionary selling.

Insights

Securities Analyst

TL;DR Routine tax-withholding; insider retains a large stake, no directional signal.

Transaction code F denotes share surrender for taxes on vested RSUs, not a market sale. Coke’s direct stake fell by 8,589 shares but his overall ownership (≈568k shares) remains substantial, suggesting continued alignment with shareholders. Given Terreno’s ~$4 bn market cap, the share reduction (~$0.5 mm) is immaterial to float and valuation. Therefore, the filing is neutral for investors.

Insider Trade Summary

Net Seller: 8,589 shares

Net Sell 2 txns

Insider COKE MICHAEL A

Role President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	8,589	$54.27	$466K
holding	Common Stock, $0.01 par value per share	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value per share — 393,575 shares (Direct); Common Stock, $0.01 par value per share — 174,940 shares (Indirect, Rabbi Trust)

Footnotes (1)

1. F1. Represents Common Stock surrendered to the Issuer due upon vesting of 16,440 shares of restricted common stock on August 1, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/04/2025 - 05:33 PM Learn about SEC filing dates

FAQ

How many TRNO shares did Michael A. Coke surrender on 08/01/2025?

8,589 shares were withheld to cover taxes related to restricted stock vesting.

What price was assigned to the surrendered TRNO shares?

The implied price reported was $54.27 per share.

How many TRNO shares does Michael A. Coke own after the transaction?

He holds 393,575 shares directly and 174,940 indirectly, totaling 568,515 shares.

Does the Form 4 indicate insider buying or selling?

No. Code F reflects shares withheld for taxes; no open-market trade occurred.

Why is a Code F transaction generally viewed as neutral?

Because it is an automatic, non-discretionary tax payment, not an investment decision.

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^*

COKE MICHAEL A

(Last) (First) (Middle)

10500 NE 8TH STREET, SUITE 1910

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Terreno Realty Corp [ TRNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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, $0.01 par value per share	08/01/2025		F		8,589(1)	D	$54.27	393,575	D
Common Stock, $0.01 par value per share								174,940	I	Rabbi Trust

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 Common Stock surrendered to the Issuer due upon vesting of 16,440 shares of restricted common stock on August 1, 2025.

Remarks:

	/S/ Michael A. Coke	08/04/2025
	** 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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