Rexford Industrial Realty, Inc.·4

Feb 18, 9:21 PM ET

Lanzer David E. 4

4 · Rexford Industrial Realty, Inc. · Filed Feb 18, 2026

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Rexford (REXR) General Counsel David Lanzer Receives Performance Award

What Happened David E. Lanzer, General Counsel & Secretary of Rexford Industrial Realty (REXR), was credited with 14,200 Performance Units on February 16, 2026. The filing reports this as an award/acquisition (derivative instrument); no cash price is shown. The compensation committee certified that the performance award payout for the measurement period ending December 31, 2025 resulted in these units vesting and becoming nonforfeitable.

Key Details

  • Transaction date: 2026-02-16 (measurement period ended 2025-12-31; certification on 2026-02-16). Price: N/A (award/derivative). Transaction code: A (award/acquisition).
  • Units vested: 14,200 Performance Units, which include 1,024 distribution equivalent units.
  • Holdings reported after transaction: in addition to the 14,200 vested Performance Units, the reporting person owns 65,245 LTIP Units (a separate class of Operating Partnership units).
  • Footnote highlights: Performance Units are limited partnership units in Rexford Industrial Realty, L.P. They can, upon satisfying certain conditions, achieve parity with common OP Units and convert one-for-one to OP Units; OP Units are redeemable for Issuer common shares or cash at the Issuer’s election (see footnotes F1–F3).
  • Filing timeliness: Report filed 2026-02-18 for a 2026-02-16 transaction — appears to be timely (Form 4 is generally due within two business days).

Context This was a compensation-related vesting of performance-based partnership units—not an open-market buy or sale. These are derivative partnership units that may convert to operating partnership units and ultimately to Issuer shares or cash under the plan terms; they do not represent an immediate market purchase or sale.

Insider Transaction Report

Form 4
Period: 2026-02-16
Lanzer David E.
General Counsel & Secretary
Transactions
  • Award

    Performance Units

    [F1][F2][F3]
    2026-02-16+14,20030,998 total
    Common Stock, par value $0.01 (14,200 underlying)
Footnotes (3)
  • [F1]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.
  • [F2]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 14,200 Performance Units were earned and vested. The number of vested Performance Units reported herein includes 1,024 distribution equivalent units. The vested Performance Units are nonforfeitable as of December 31, 2025.
  • [F3]The Reporting Person also owns 65,245 LTIP Units, a class of limited partnership units in the Operating Partnership.
Signature
/s/ David E. Lanzer|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771467711.xmlPrimary

    FORM 4