Form 4: REXR Co-CEO Schwimmer Receives Restricted Stock Grant

Rexford Industrial Realty Co-CEO Howard Schwimmer received a grant of 560,406 restricted common shares, subject to vesting conditions tied to a transition agreement.

Summary

• Howard Schwimmer, Co-CEO, Co-President, and Director of Rexford Industrial Realty, Inc. (REXR), acquired 560,406 shares of restricted common stock on November 17, 2025.
• The restricted shares were issued pursuant to the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan.
• Vesting of these shares is contingent upon continued service through March 31, 2026 (or earlier termination without cause), compliance with a Transition and Separation Agreement dated November 17, 2025, and execution and non-revocation of a Supplemental Release.
• The shares will vest upon the Supplemental Release becoming effective.
• Following the transaction, Mr. Schwimmer directly beneficially owns 610,619 shares of common stock.
• Additionally, Mr. Schwimmer indirectly beneficially owns 13,575 shares of common stock through the Schwimmer Family Irrevocable Trust, for which he is a trustee, disclaiming beneficial ownership except for his pecuniary interest.
• Mr. Schwimmer also holds derivative securities including 119,320 common units of limited partnership interest (OP Units), 751,019 LTIP Units, and 577,616 Performance Units in the Operating Partnership.

Sentiment

Score: 5

Explanation: A Form 4 is a factual disclosure of an insider transaction. The grant of restricted stock is generally positive for the recipient, but the context of a 'Transition and Separation Agreement' introduces uncertainty regarding the executive's future role, leading to a neutral overall sentiment for the company's immediate outlook based solely on this filing.

Positives

• The grant of 560,406 restricted common shares aligns the Co-CEO's interests with long-term shareholder value.
• The incentive award plan demonstrates a commitment to executive retention and performance, at least through the vesting period.

Risks

• The vesting of the restricted shares is subject to specific conditions, including continued service and compliance with a Transition and Separation Agreement, which introduces uncertainty regarding the full realization of the grant.
• Failure to execute and non-revoke the Supplemental Release could prevent the vesting of the restricted shares.

Future Outlook

The future vesting of the restricted common stock is contingent on Howard Schwimmer's continued service through March 31, 2026, compliance with a Transition and Separation Agreement, and the execution and non-revocation of a Supplemental Release.

Industry Context

This filing reflects a standard executive compensation practice within the REIT sector, where restricted stock grants are used to incentivize long-term performance and retention. The mention of a 'Transition and Separation Agreement' suggests a potential change in leadership structure or role for a key executive, which is a significant event in any industry, including real estate.

Management Changes

Corporate Governance

Related Party Transactions

• Howard Schwimmer indirectly holds 13,575 shares of common stock through the Schwimmer Family Irrevocable Trust, for which he is a trustee, disclaiming beneficial ownership except to the extent of his pecuniary interest.
• Howard Schwimmer indirectly holds 935 OP Units through the Schwimmer Living Trust dated December 14, 2001, for which he is a trustee, disclaiming beneficial ownership except to the extent of his pecuniary interest.
• Howard Schwimmer indirectly holds 42,002 OP Units through the Schwimmer Family Irrevocable Trust, for which he is a trustee, disclaiming beneficial ownership except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: Potential impact on leadership stability and future strategic direction due to the Transition and Separation Agreement with a Co-CEO. The restricted stock grant ties executive compensation to future performance and service.
• Employees: Potential implications for company culture and morale depending on the nature and outcome of the Co-CEO's transition.

Next Steps

• Howard Schwimmer's continued service with Rexford Industrial Realty, Inc. through March 31, 2026.
• Compliance by Howard Schwimmer with the terms of the Transition and Separation Agreement.
• Execution and non-revocation of the Supplemental Release by Howard Schwimmer for the restricted shares to vest.

Key Dates

Keywords

Rexford Industrial Realty, REXR, Howard Schwimmer, Form 4, restricted stock, equity grant, executive compensation, insider transaction, real estate, REIT, corporate governance