CLARK LAURA E 4

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

Research Summary

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Rexford (REXR) COO Laura Clark Receives 26,305 Performance Units

What Happened
Laura E. Clark, Chief Operating Officer of Rexford Industrial Realty (REXR), was credited with 26,305 Performance Units on 2026-02-16. These are derivative limited partnership units tied to Rexford Industrial Realty, L.P. (the operating partnership) and were reported as an award/grant (code A). There is no cash price for the award; the units represent equity compensation that vested based on a performance measurement period that ended December 31, 2025.

Key Details

  • Transaction date: February 16, 2026 (Form 4 filed Feb 18, 2026) — filing appears timely.
  • Transaction type: Award/Grant of Performance Units (derivative equity). Price: N/A.
  • Units awarded and vested: 26,305 Performance Units (includes 1,897 distribution equivalent units). Vested and nonforfeitable as of 12/31/2025.
  • Shares/units owned after transaction: 26,305 vested Performance Units plus 148,420 LTIP Units held by the reporting person.
  • Relevant mechanics: Performance Units can, if parity conditions are met, convert one-for-one into OP Units; OP Units are redeemable for Rexford common shares or cash at the issuer’s election.
  • No indication of a 10b5-1 plan, tax withholding sale, or late filing noted in the Form 4.

Context
Performance Units are a form of long-term, performance-based equity compensation rather than an open-market purchase or sale. They become economically meaningful if/when they convert to OP Units and then to common shares or cash under the partnership agreement. This award reflects vested compensation from the 2022 grant that met the committee-certified performance outcomes for the 2025 measurement period.

Insider Transaction Report

Form 4
Period: 2026-02-16
CLARK LAURA E
Chief Operating Officer
Transactions
  • Award

    Performance Units

    [F1][F2][F3]
    2026-02-16+26,30555,290 total
    Common Stock, par value $0.01 (26,305 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 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.
  • [F3]The Reporting Person also owns 148,420 LTIP Units, a class of limited partnership units in the Operating Partnership.
Signature
/s/ Laura E. Clark|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771467688.xmlPrimary

    FORM 4