Frankel Michael S. 4

What Happened Michael S. Frankel, Co-CEO, Co-President and a director of Rexford Industrial Realty (REXR), received 80,096 Performance Units that were certified as earned and vested by the compensation committee. The award is reported as a derivative grant (no cash price). The measurement period ended 12/31/2025 and the committee certified vesting on 02/16/2026; the units were nonforfeitable as of 12/31/2025.

Key Details

• Transaction date: 2026-02-16 (Form 4 filed 2026-02-18).
• Transaction type/code: Award/Acquisition (derivative) — 80,096 Performance Units; price N/A.
• Includes 5,775 distribution equivalent units (part of the 80,096 vested units).
• Vested/nonforfeitable as of 12/31/2025; committee certification on 02/16/2026.
• Conversion/settlement: Performance Units are a class of limited partnership units in Rexford Industrial Realty, L.P. They can, upon meeting certain conditions in the partnership agreement, attain parity with common OP Units and be converted one-for-one into OP Units, which are redeemable for Issuer common shares or cash at the Issuer’s election.
• Holdings reported in the filing: the reporting person also owns 583,538 shares and 692,933 LTIP (limited partnership) units (per footnote).
• Timeliness: Filing date (02/18/2026) is within the typical 2-business-day Form 4 window for a 02/16 transaction, so it appears timely.

Context

• These Performance Units are long-term, performance-based compensation rather than an open-market buy or sale; they do not necessarily reflect immediate buying or selling intent.
• Because they are derivative partnership units that may convert to OP Units and then to shares or cash in the future, the economic impact depends on future conversions and the company’s election to settle in shares or cash.
• No cash was exchanged on the reported date; this is an award/vesting event rather than a purchase or sale.