DEF 14A of Rexford Industrial Realty, Inc., Apr 8, 2026

DEF 14A of Rexford Industrial Realty, Inc.

Filed Apr 8, 2026 · FY20250001571283-26-000012

Open on EDGAR

  1. Director Nominee Snapshot

    Director Nominee Snapshot

  2. Director Nominee Snapshot

    | 2026 PROXY STATEMENT | 11 |

  3. Director Nominee Snapshot

    | PROPOSAL NO. 1 Election of Directors The Board currently consists of nine directors. Michael Frankel and Howard Schwimmer will not stand for re-election to the Board and will retire from the Board at the end of their current term. As a result, and effective as of the Annual Meeting, the size of the Board will be reduced to seven directors. At the Annual Meeting, our stockholders will elect seven directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. •The Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. •In nominating candidates, the Board considers a diversified membership in the broadest sense. •The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Rexford Industrial Realty, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires. | | | •Robert L. Antin* •Laura Clark (Chief Executive Officer) •Diana J. Ingram* •Angela L. Kleiman* | •Debra L. Morris* •Tyler H. Rose* (Chairman of the Board) •David P. Stockert* | | * Independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards. Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board. | |

  4. Director Nominee Snapshot

    | | The Board of Directors unanimously recommends that the stockholders vote “FOR” the seven nominees listed in this Proxy Statement. |

  5. Director Nominee Snapshot

    | 12 | REXFORD INDUSTRIAL |

  6. Summary of Director Nominee Qualifications and Experience

    Summary of Director Nominee Qualifications and Experience The matrix below represents some of the key qualifications, skills and experience that we have identified as particularly valuable to the effective oversight of the Company and execution of our strategy, including with respect to each individual director nominee. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the Nominating and Corporate Governance Committee as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates our Board is well positioned to provide strategic advice and effective oversight to our management.

  7. Summary of Director Nominee Qualifications and Experience

    | | SKILLS/ EXPERIENCE | | | | | | | | | | CEO /Executive Management experience brings leadership qualifications and skills to help our Board advise, support and oversee our management team across a range of governance, strategic, operational and financial matters. | | | | | | | | | | Business Operations experience gives directors a practical understanding of developing, implementing and assessing our operating plan and business strategy. | | | | | | | | | | ESG experience strengthens our Board’s oversight of environmental, social, governance, enterprise risk and resilience matters to achieve strategic business imperatives and long-term value creation for stockholders within a sustainable business model. | | | | | | | | | | Other Public Company Board Service & Governance experience supports our goals of strong Board and management accountability, transparency and protection of stockholder interests. | | | | | | | | | | Technology experience provides an advantage in leveraging digital technology to drive competitive strategy, innovation, revenue growth and business performance. | | | | | | | | | | Financial/Capital Allocation experience is important in evaluating our financial statements and capital structure. | | | | | | | | | | Financial Expertise/Literacy experience is important because it assists our directors in understanding and overseeing our financial reporting and internal controls. | | | | | | | | | | REITs / Real Estate Industry experience is beneficial in understanding our investment opportunities, business model and structure and the issues facing real estate investment trusts. | | | | | | | | | | Human Capital Management/Compensation experience assists our Board in overseeing executive compensation, succession planning and retaining talent. | | | | | | | |

  8. Summary of Director Nominee Qualifications and Experience

    | 2026 PROXY STATEMENT | 13 |

  9. Director Nominees

    Director Nominees Below is the biographical information about the director nominees, including the specific experience, qualifications, attributes and skills that led to our Board of Directors and Nominating and Governance Committee to conclude that each should be nominated to serve as a director.

  10. Director Nominees

    | | Robert L. Antin INDEPENDENT Founder and Former Chairman, Chief Executive Officer and President, VCA Inc. | | | | Age: 76 Director since: IPO Board committees: Compensation (Chair) | Other public company directorships: B. Riley Financial (NASDAQ: RILY); |

  11. Director Nominees

    | BACKGROUND •Board member since completion of 2013 IPO. •Founder of VCA Inc. (“VCA”), formerly a publicly traded national animal healthcare company purchased in 2017 by Mars Inc., providing veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market. Served as a CEO and President at VCA since its inception in 1986, and served as the Chairman of the Board from inception through September 2017. •President, Chief Executive Officer, a Director and co-founder of AlternaCare Corp., a publicly held company that owned, operated and developed freestanding out-patient surgical centers from 1983-1985. •Officer of American Medical International, Inc., an owner and operator of health care facilities from 1978-1983. •Serves on the Board of B. Riley Financial and previously served on the Board of Heska Corporation from 2020-2023. EDUCATION •Bachelor’s degree from the State University of New York at Cortland. •MBA with a certification in hospital and health administration from Cornell University. SKILLS AND QUALIFICATIONS Extensive experience as an executive at a public company which enables him to make significant contributions to the deliberations of the Board, especially in relation to operations, financings and strategic planning. | | | | | | | | | | CEO/Executive Management | | ESG | | Financial/Capital Allocation | | Human Capital Management/Compensation | | | Business Operations | | Other Public Company Board Service & Governance | | Financial Expertise/Literacy | | |

  12. Director Nominees

    | | Laura Clark Chief Executive Officer, Rexford Industrial Realty, Inc. | | | | Age: 46 Director since: November 2025 | Other public company directorships: None |

  13. Director Nominees

    | BACKGROUND •Serves as our Chief Executive Officer since April 2026, after serving as our Chief Operating Officer since November 2024 and as our Chief Financial Officer since September 2020. •Served as Senior Vice President, Capital Markets at Regency Centers, (NASDAQ: REG) a publicly traded retail real estate investment trust and S&P 500 Index member from 2017-2020 and Vice President, Financial Services from 2012-2017, overseeing all operational analysis, budgeting and reporting for the West region portfolio. •Prior roles include institutional sales and equity research at Green Street Advisors, Vice President, Capital Markets at Iron Tree Capital and Vice President at Inland Capital Markets Group. •Brings to the Company 25 years of finance, accounting, real estate and operations experience. EDUCATION •Bachelor of Science degree in finance from DePaul University Chicago. •Master of Business Administration degree from Ball State University. •Holds the Chartered Financial Analyst (CFA) designation. SKILLS AND QUALIFICATIONS Extensive real estate, finance and operations expertise and significant knowledge of our Company and our operations. | | | | | | | | | | CEO/Executive Management | | ESG | | Financial/Capital Allocation | | REITs/Real Estate Industry | | | Business Operations | | Technology | | Financial Expertise/Literacy | | Human Capital Management/Compensation |

  14. Director Nominees

    | 14 | REXFORD INDUSTRIAL |

  15. Director Nominees

    | | | | | | Diana J. Ingram INDEPENDENT Former Consulting Director, Oracle Consulting | | | | Age: 68 Director since: April 2018 Board committees: Nominating and Corporate Governance (Chair); Audit | Other public company directorships: None |

  16. Director Nominees

    | BACKGROUND •Senior business development, sales, and marketing leader with extensive background in information technology in the U.S., Latin American and global markets. •Served as Consulting Director at Oracle Consulting from 2015-2022, focused on helping corporate clients accelerate their transition to cloud computing and enhance their IT security posture. •Ran Ingram & Associates, an independent consulting firm based in Los Angeles from 2013-2015. •Executive Vice President and Head of Operations for the U.S. start-up of networking software company IBT /Realtime from 2012 to 2013. Held several key positions at IBM from 2004 to 2012, including Director of Security and Privacy Services, U.S.; Vice President of Global Sales for Wireless E-Business Solutions; Vice President of Telecommunications – Media Sector, Latin America and Director of Enterprise Content Management Software Sales, Americas. •Senior Vice President and General Manager of Operations, West Region at Kinko's Inc., now part of FedEx from 2002 to 2003. •Serves on the boards of directors of ECMC Group, Inc. and Forest Lawn Memorial Parks. Previous board service includes Goodwill of Southern California, UCLA Foundation, International Women’s Forum, Southern California affiliate, Big Brothers Big Sisters, Los Angeles, the Los Angeles Urban League and the Coalition for Clean Air. •Holds the Certified Information Systems Security Professional (CISSP) designation from the International Information System Security Certification Consortium (ISC)². EDUCATION •Bachelor of Arts degree from Stanford University. •Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University. SKILLS AND QUALIFICATIONS Significant expertise in information technology and systems, service on other private boards and professional background and experience. | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | | Business Operations | | Technology | | REITs/Real Estate Industry |

  17. Director Nominees

    | | | | | | Angela L. Kleiman INDEPENDENT President and Chief Executive Officer, Essex Property Trust | | | | Age: 56 Director since: December 2021 Board committees: Audit; Compensation | Other public company directorships: Essex Property Trust |

  18. Director Nominees

    | BACKGROUND •President and Chief Executive Officer of Essex Property Trust (NYSE: ESS) (“Essex”), a fully integrated real estate investment trust (REIT) and an S&P 500 company, since April 2023, after serving as Senior Executive Vice President and Chief Operating Officer since January 2021 and as Executive Vice President and Chief Financial Officer from 2015 to 2020 and managing the Essex Private Equity platform from 2009 to 2015. •Prior to joining Essex, held roles in institutional investment management and investment banking including Senior Equity Analyst and Vice President of Investor Relations at Security Capital and Vice President within J.P. Morgan's Real Estate & Lodging Investment Banking Group. •Began her career in real estate development management in 1991. •Member of the National Association of Real Estate Investment Trusts (NAREIT) and the National Multifamily Housing Council. EDUCATION •Bachelor of Science degree from Northwestern University. •Master of Business Administration degree from the Kellogg School of Management of Northwestern University. SKILLS AND QUALIFICATIONS Extensive real estate, finance and operations expertise and significant experience as an executive at a public real estate investment trust. | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | | Business Operations | | Technology | | REITs/Real Estate Industry | | | Other Public Company Board Service & Governance | | Financial/Capital Allocation | | Human Capital Management/Compensation |

  19. Director Nominees

    | 2026 PROXY STATEMENT | 15 |

  20. Director Nominees

    | | | | | | Debra L. Morris INDEPENDENT Former President, AccessHope, LLC | | | | Age: 67 Director since: December 2020 Board committees: Compensation; Nominating and Corporate Governance | Other public company directorships: biote Corp. (Nasdaq: BTMD) Progyny, Inc. (Nasdaq: PGNY) |

  21. Director Nominees

    | BACKGROUND •Serves as Executive Advisor of AccessHope, LLC, a company changing the way leading-edge cancer expertise is delivered, since January 2026, after serving as President since November 2024, and Chief Financial Officer and Chief Operating Officer since May 2024. •Executive Vice President, Chief Financial Officer of Apria, Inc., a leading provider of integrated home healthcare equipment and related services in the United States, from March 2013 through October 2022. •Chief Financial Officer—Americas for SITEL Worldwide Corporation, a global leader in business processing outsourcing, from 2010 to 2013. •Served as a Partner of Tatum LLC, a national executive services firm, from 2004 to 2010 and as a Director from 2008 to 2010 and provided interim and permanent Chief Financial Officer services for companies contracted with Tatum LLC. •From 1999 to 2002, Chief Financial Officer of Caliber Collision Centers. •Earlier career in progressively more responsible roles with CB Richard Ellis, including as Executive Vice President—Global Marketing and Integration and Executive Vice President—Global Chief Accounting Officer. •Served on the board and chaired the Audit Committee of EverDriven Technologies, from May 2020 through February 2024. •Currently serves on the board, the Audit Committee and the Compensation Committee of biote Corp., a provider of curriculum and clinical training program with state-of-the-art training facility and serves on the board and is a member of the Audit Committee of Progyny, Inc., a company that provides transformative fertility, family building and women's health benefits solution. EDUCATION •Bachelor of Science in Business Administration from Colby Sawyer College in New London, New Hampshire. SKILLS AND QUALIFICATIONS Extensive finance and accounting expertise and extensive leadership experience. | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | | Business Operations | | Technology | | REITs/Real Estate Industry | | | Other Public Company Board Service & Governance | | Financial/Capital Allocation | | Human Capital Management/Compensation |

  22. Director Nominees

    | | Tyler H. Rose INDEPENDENT CHAIRMAN OF THE BOARD Former President and Chief Financial Officer of IQHQ, Inc. | | | | Age: 65 Director since: February 2015 Board committees: Audit (Chair); Nominating and Corporate Governance | Other public company directorships: None |

  23. Director Nominees

    | BACKGROUND •Served as President and Chief Financial Officer of IQHQ, Inc., a private life science real estate development company from January 2024 to June 2025. •Served as President of Kilroy Realty Corporation (NYSE: KRC) from 2020 to 2023 after serving as Executive Vice President and Chief Financial Officer since 2009 and Senior Vice President and Treasurer from 1997 to 2009. •Senior Vice President, Corporate Finance of Irvine Apartment Communities, Inc. from 1995 to 1997, and appointed Treasurer in 1996. •Vice President, Corporate Finance of The Irvine Company from 1994 to 1995. •Served in Real Estate Corporate Finance Group at J.P. Morgan & Co., from 1986-1992 and Vice President of the Australia Mergers and Acquisitions Group from 1992-1994. •Early in career, served as a financial analyst for General Electric Company. •Served on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. EDUCATION •Bachelor of Arts degree in Economics from the University of California, Berkeley. •Master of Business Administration degree from The University of Chicago Booth School of Business. SKILLS AND QUALIFICATIONS Extensive real estate, finance and accounting expertise and extensive experience as an executive at a public real estate investment trust. | | | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | Human Capital Management/Compensation | | | Business Operations | | Financial/Capital Allocation | | REITs/Real Estate Industry | | |

  24. Director Nominees

    | 16 | REXFORD INDUSTRIAL |

  25. Director Nominees

    | | David P. Stockert INDEPENDENT General Partner of Sweetwater Opportunity Funds | | | | Age: 63 Director since: January 2026 Board committees: Audit | Other public company directorships: Mid-America Apartment Communities, Inc. (NYSE: MAA) |

  26. Director Nominees

    | BACKGROUND •Serves as general partner of Sweetwater Opportunity Funds, a series of Atlanta-based private real estate investment funds, since 2019. •Served as Chief Executive Officer and President of Post Properties, Inc., a real estate investment trust, from 2002 until its merger with Mid-America Apartment Communities, Inc. in 2016, after joining in 2001 as President and Chief Operating Officer. •Prior to joining Post Properties, Inc., Mr. Stockert held senior leadership positions at Duke Realty Corporation and Weeks Corporation, each an Industrial REIT. •Currently serves on the board of Mid-America Apartment Communities, Inc. (NYSE: MAA) since 2016. •Served on the board of Duke Realty Corporation from 2017 until its acquisition by Prologis, Inc. in 2022. •Served as lead independent director of Duke Realty Corporation from 2019 to 2022. Early in his career, was an investment banker focused on real estate and practiced as a Certified Public Accountant at Ernst & Young LLP. EDUCATION •Bachelor of Science degree in Accounting from the University of Colorado at Boulder. •Master of Business Administration from Columbia Business School. SKILLS AND QUALIFICATIONS Extensive real estate, finance and accounting expertise and extensive experience as an executive at a public real estate investment trust. | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | | Business Operations | | Technology | | REITs/Real Estate Industry | | | Other Public Company Board Service & Governance | | Financial/Capital Allocation | | Human Capital Management/Compensation |

  27. Current Directors Not Standing for Reelection

    Current Directors Not Standing for Reelection Michael Frankel and Howard Schwimmer will retire from the Board effective at the Annual Meeting. Messrs. Frankel and Schwimmer’s decision was not a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

  28. Current Directors Not Standing for Reelection

    | 2026 PROXY STATEMENT | 17 |

  29. Director Compensation

    Director Compensation The Compensation Committee with its independent compensation consultant conducts a review of our non-employee director compensation program on an annual basis, using the same peer group of similarly sized REITS/peers that are used for executive compensation comparisons. Any recommended changes to the program are then presented to the Board for their consideration and approval. Our Board has approved a compensation program for our non-employee directors, which was in effect for calendar year 2025 (the “Director Compensation Program”). Our Former Co-CEOs and current CEO Ms. Clark did not receive any additional compensation for serving as directors. The Director Compensation Program consists of annual cash retainers and annual equity awards. The material terms of the Director Compensation Program are described below.

  30. Director Compensation

    | 2026 PROXY STATEMENT | 27 |

  31. Elements of 2025 Non-Employee Director Compensation

    Elements of 2025 Non-Employee Director Compensation Under the Director Compensation Program, for 2025, non-employee directors received:

  32. Elements of 2025 Non-Employee Director Compensation

    | BOARD SERVICE ANNUAL PAYMENTS CASH/EQUITY | | ADDITIONAL ANNUAL CASH RETAINERS | | | | | $75,000 | Chairman of the Board | | | | $25,000 | Lead Independent Director | | | | $30,000 | Audit Committee Chair | | | | $20,000 | Audit Committee Member | | | | $22,500 | Compensation Committee Chair | | | | $10,000 | Compensation Committee Member | | | | $22,500 | Nominating and Governance Committee Chair | | | | $10,000 | Nominating and Governance Committee Member |

  33. Elements of 2025 Non-Employee Director Compensation

    Annual cash retainers for 2025 were paid quarterly in arrears. Each non-employee director serving on the Board as of the date of any annual meeting of stockholders who is re-elected for another year of service at such annual meeting is granted a restricted stock award on the date of the applicable annual meeting. Annual restricted stock awards made to non-employee directors in connection with our 2025 annual meeting had an approximate grant-date value of $170,000. If a non-employee director is initially elected or appointed to serve on the Board between annual stockholder meetings, he or she is granted (on the date of such initial election or appointment) a prorated portion of the annual restricted stock award. Each annual or prorated initial restricted stock award vests in full on the earlier of (1) the date of the annual meeting next following the grant date (regardless of whether the director is re-elected at such meeting, so long as the director serves through such meeting) and (2) the first anniversary of the grant date, subject to continued service through such meeting or such first anniversary, as applicable.

  34. Elements of 2025 Non-Employee Director Compensation

    | 28 | REXFORD INDUSTRIAL |

  35. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides details regarding the 2025 compensation of our non-employee directors:

  36. 2025 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Robert L. Antin | 122,500 | 169,967 | 292,467 | | Diana J. Ingram | 142,500 | 169,967 | 312,467 | | Angela L. Kleiman | 130,000 | 169,967 | 299,967 | | Debra L. Morris | 140,000 | 169,967 | 309,967 | | Tyler H. Rose | 193,915 | 169,967 | 363,882 | | Richard Ziman(4) | 74,519 | — | 74,519 |

  37. 2025 Director Compensation Table

    (1)The Former Co-CEOs, and Laura Clark, our current CEO, who was appointed to the Board of Directors effective November 17, 2025, are not included in this table as they are employees of our Company and do not receive compensation for their services as directors. All compensation paid to Messrs. Schwimmer and Frankel and Ms. Clark for the services they provide to us is reflected in the Summary Compensation Table in this Proxy Statement. (2)Amounts reflect, as applicable, annual cash retainers and committee member and chair fees, in each case, which were paid in respect of 2025 services. For all directors, fourth quarter 2025 fees were paid in January 2026. (3)Represents 4,773 shares of restricted common stock granted to each of Messrs. Antin and Rose and Mses. Ingram, Kleiman and Morris on June 3, 2025. Amounts reflect the full grant-date fair value of restricted stock awards granted with respect to services performed in 2025, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Amounts ultimately realized in respect of these awards may be greater or less than the amounts shown in the table and may equal zero in the event that the awards do not vest. We provide detailed information regarding the assumptions used to calculate the value of all restricted stock awards made to directors in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K filed on February 11, 2026. As of December 31, 2025, Messrs. Antin and Rose and Mses. Ingram, Kleiman and Morris each held 4,773 shares of our restricted common stock. (4)Mr. Ziman retired from the Board effective June 3, 2025.

  38. Executive Compensation Plan Enhancements Under New Leadership

    Executive Compensation Plan Enhancements Under New Leadership Building on our executive leadership transition and informed by ongoing stockholder engagement and our continued evaluation of compensation and governance best-practices, we have made a number of enhancements to our compensation and governance practices for 2025 and 2026. •Rebalanced the Executive Compensation Peer Group to better align the Company with the median of comparable companies based on size. •Calibrated target compensation for our current CEO at the median of the revised Executive Compensation Peer Group of $8.5 million, as compared to $11.4 million for each our Former Co-CEOs ($22.8 million in the aggregate), resulting in a meaningful reduction in General and Administrative expense. •Increased the allocation of the 2025 performance-vesting LTIP units to 60% in 2025. •Eliminated Core FFO per diluted share growth as a metric from the 2025 performance-vesting LTIP Unit awards in favor of 100% relative TSR, measured over a three-year performance period, to strengthen stockholder alignment. •Broadened the relative TSR framework to include an industrial REIT index in addition to a broad REIT index, increasing rigor by requiring outperformance relative to both direct peers and the overall REIT sector, with above-median performance required to earn target payouts and 90th percentile performance required to earn maximum payouts. •Reduced the upside potential of the absolute TSR modifier from 50% to 25%, while maintaining the downside potential of -25% for the 2025 performance-vesting LTIP Units, further strengthening payout discipline. •2025 service-vesting LTIP Units were granted with a one-year post-vesting holding period to support retention and long-term alignment. •Enhanced the annual cash incentive program to include same-property NOI growth, which the Committee believes provides a more transparent and comparable measure of core operating performance than consolidated GAAP NOI growth. •Eliminated individually negotiated employment agreements in favor of a standardized Executive Severance Plan, enhancing consistency and alignment with stockholder interests. The Executive Severance Plan was filed as an exhibit to a Current Report on Form 8-K filed with the SEC on February 26, 2026.

  39. Former Co-CEOs Compensation & Calculation of Severance

    Former Co-CEOs Compensation & Calculation of Severance

  40. Our Compensation Best Practices

    | WHAT WE DO | WHAT WE DON’T DO | | Align compensation design and practices with stockholder long-term interests and pay and performance Provide significant portion of total pay as variable pay linked to performance Use an independent compensation consultant Review our peer group annually Double-trigger change-in-control provisions for all prospective equity awards Minimum stock ownership guidelines SEC and NYSE compliant compensation clawback policy for NEOs Regular engagement with investors Limit LTI payouts if TSR is less than 10% Require service-vested LTIP units to be held for at least one year following vesting | Maintain compensation programs that encourage excessive risk taking Allow hedging or pledging of company stock Provide excise tax (or other tax) gross-ups Pay any significant or excessive perquisites Provide guaranteed or uncapped payouts |

  41. Compensation Program Objectives

    | MARKET COMPETITIVENESS AND RETENTION | | PAY FOR PERFORMANCE | | STOCKHOLDER ALIGNMENT | | •Motivate, attract and retain qualified executives who drive the Company’s mission, performance and culture •Provide market-based and competitive levels of compensation that reflect individual performance, overall role and responsibility and company performance | + | •Balance cash and equity compensation, with a significant portion at-risk and tied to the achievement of performance-based objectives •Design our annual cash incentive awards based on clearly defined metrics aligned with our annual operating plan, with challenging targets intended to differentiate payout outcomes based on the degree of achievement •Design our long-term equity awards to vest based on relative and absolute total shareholder return performance, reinforcing long-term value creation | + | •Align the interests of the NEOs with the long-term interests of our stockholder by paying a significant portion of compensation to our executive officers in equity with long-term vesting, subject to post-vesting holding requirements on time-based awards |

  42. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2025, the Compensation Committee engaged the continued services of outside independent compensation consultant, FPC. FPC was engaged to provide information on peer group compensation data, including pay levels and incentive compensation programs, plan governance and other and executive compensation-related market practices. The Compensation Committee has considered the independence of FPC, consistent with the requirements of NYSE, and has determined that FPC is independent. Further, pursuant to SEC rules, the Company conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining FPC.

  43. Executive Compensation Peer Group

    Executive Compensation Peer Group The Compensation Committee annually reviews the peer group for compensation benchmarking comparisons and makes updates as it deems appropriate to align with the established criteria and the Company’s strategy. We use the peer group to gather competitive market data on executive pay levels, executive compensation program design, and evolving trends in pay practices as reference points in assessing the competitiveness of our compensation program. As part of our ongoing commitment to maintaining a representative and appropriately calibrated peer group, the Compensation Committee refined our peer set for 2025 resulting in a group of 12 companies that resulted in the Company approximating the median in terms of size. In conducting its peer group review, the Company applied the following selection criteria: •Asset comparability – REITs only. •Companies we compete with for executive talent. •REITs with similar total capitalization and/or implied equity market capitalization (approximate range of 0.5x to 2.5x). Based on the above, the following changes were made to the Executive Compensation Peer Group: •Removed Alexandria Real Estate Equities, Inc. and AvalonBay Communities, Inc., which reflected our two largest peers. •Removed Kennedy-Wilson Holdings, Inc., which is not a REIT. •Removed Medical Properties Trust, Inc. and SL Green Realty Corp., which have less comparable business models. •Added Healthpeak Properties, Inc. and W.P. Carey Inc., which are both REITs and reflect peers more closely aligned in size and profile.

  44. Executive Compensation Peer Group

    | 44 | REXFORD INDUSTRIAL |

  45. Executive Compensation Peer Group

    The following reflects the list of companies in our Executive Compensation Peer Group and the relevant size parameters that were reviewed at the time the peer group was approved (i.e., October 2025). At such time, the Company approximated the median based on size. Implied Equity Market Cap (in millions) Market Cap (in millions) (1)Per S&P Capital IQ; as of October 24, 2025. Implied equity market cap is calculated as follows: (common shares outstanding + convertible operating partnership units outstanding) multiplied by closing stock price on October 24, 2025. Total capitalization is calculated as follows: implied equity market cap plus debt, plus the book value of any preferred stock issued by the company or subsidiaries.

  46. Executive Compensation Peer Group

    | 2026 PROXY STATEMENT | 45 |

  47. Base Salary

    Base Salary Consistent with the Company’s philosophy of tying pay to performance, base pay represents the smallest component of each of our NEO’s compensation opportunity. Although the Compensation Committee does not set base salary levels equal to any specific percentile of base salaries paid to comparable officers in our Executive Compensation Peer Group, the NEOs are paid an amount in the form of base pay with prior performance as a benchmark combined with expectations for future performance within a competitive range of base salaries paid to comparable officers in the Executive Compensation Peer Group and sufficient to attract skilled executive talent and maintain a stable management team.

  48. Annual Incentive Compensation

    Annual Incentive Compensation Annual cash incentive awards were designed to incentivize management to attain Company performance goals for the year in a manner that further aligns the interests of our NEOs with those of our stockholders. The Compensation Committee determined to establish an annual cash incentive program (the “2025 STI Program”) under which (i) 80% of each NEO’s annual cash incentive opportunity was based upon achieving certain formulaic Company performance criteria during the year (the “Quantitative Performance Criteria”) and (ii) 20% of such NEO’s annual cash incentive opportunity was based on qualitative criteria determined by the Compensation Committee (the “Qualitative Performance Criteria”). The Compensation Committee believes that this structuring of the 2025 STI Program served to appropriately address the unique challenges of managing the Company while protecting the long-term interests of the Company and its long-term stockholders through appropriate retention of our NEOs.

  49. 2025 Annual Cash Incentive Opportunities

    2025 Annual Cash Incentive Opportunities Under the 2025 STI Program, each of our Former Co-CEOs and Current NEOs were eligible for an annual cash incentive opportunity that was expressed as a percentage of base salary as follows:

  50. 2025 Annual Cash Incentive Opportunities

    | Named Executive Officer | Threshold | Target | Maximum | | Current NEOs | | | | | Laura Clark | 100% | 150% | 200% | | Michael Fitzmaurice | 100% | 150% | 200% | | David E. Lanzer | 100% | 125% | 200% | | Former Co-CEOs | | | | | Howard Schwimmer | 100% | 200% | 275% | | Michael S. Frankel | 100% | 200% | 275% |

  51. 2025 Annual Cash Incentive Opportunities

    | 2026 PROXY STATEMENT | 47 |

  52. 2025 Annual Cash Incentive Metrics and Actual Awards

    2025 Annual Cash Incentive Metrics and Actual Awards The Compensation Committee approved the 2025 corporate scorecard using our Board- approved annual budget, guidance to the street, information on performance relative to our peers and considering the market environment for our business. In determining actual 2025 payouts under the 2025 STI Program for each of the Former Co-CEOs and Current NEOs, the Compensation Committee assessed Company performance in 2025 against the Quantitative Performance Criteria and Qualitative Performance Criteria, as follows:

  53. 2025 Annual Cash Incentive Metrics and Actual Awards

    | | | Goals Established/Achieved | | | | Performance Criteria / Reason Selected | Weighting | Threshold | Target | Maximum | | Quantitative: Core FFO per Diluted Share •Encourages focus on profitability as measured by the most frequently used REIT earnings metric on a per share basis and mitigates the risk of non-profitable acquisitions or other low-quality growth. •For purposes of the 2025 STI Program, the calculation of Core FFO per diluted share was adjusted to add back estimated NOI attributable to 2025 disposition activity, representing the NOI that would have been generated had the applicable assets not been sold. This approach was approved by the Compensation Committee at the time performance goals were set, given the inherent uncertainty regarding the timing of such transactions relative to earnings guidance and goal‑setting. | | | | | | Quantitative: Consolidated Portfolio NOI Growth •Reflects the near-term results of the Company’s internal and external growth initiatives and operating efficiencies that support long-term performance and value creation for stockholders. •For purposes of the 2025 STI Program, the calculation of Consolidated Portfolio NOI Growth was adjusted to add back estimated NOI attributable to 2025 disposition activity, representing the NOI that would have been generated had the applicable assets not been sold. This approach was approved by the Compensation Committee at the time performance goals were set, given the inherent uncertainty regarding the timing of such transactions relative to earnings guidance and goal‑setting. | | | | | | Quantitative: ESG Performance •Encourages focus and progress toward our 2025 ESG goals published within the annual ESG report and promotes transparency on our ESG strategy that is rooted in advancing sustainability and value-creation initiatives to our tenants, partners and long-term stockholders. | | 3 of 9 | 6 of 9 | 9 of 9 | | Achieved 9 of 9 2025 ESG goals within the published annual ESG report, as follows: | | | | | | •10MW in additional solar commitments. | | | | | | •Divert 70% of waste from LEED developments and repositioning. | | | | | | •LEED Silver or higher for all ground-up developments. | | | | | | •LEED Certified or higher for repositionings with eligible scope. | | | | | | •Comprehensive asset-level decarbonization plans developed by end of 2025. | | | | | | •Gold or higher Green Lease Leader. | | | | | | •3,000 hours of employee volunteer time. | | | | | | •Average of 20 training hours per employee. | | | | | | •100% of employees participated in Inclusion and Anti-Bias training. | | | | |

  54. 2025 Annual Cash Incentive Metrics and Actual Awards

    (1)Represents Core FFO per diluted share for incentive purposes, reflecting the add-back of an estimated $0.02 per diluted share net impact attributable to 2025 disposition activity. Prior to this adjustment, and as disclosed in the Company’s public filings, Core FFO per diluted share for 2025 was $2.40. See Appendix A for the definition of “Core FFO” and reconciliation of net income (computed under GAAP) to Core FFO.

  55. 2025 Annual Cash Incentive Metrics and Actual Awards

    | 48 | REXFORD INDUSTRIAL |

  56. 2025 Annual Cash Incentive Metrics and Actual Awards

    (2)Represents Consolidated Portfolio NOI growth for incentive purposes, reflecting the add-back of estimated NOI attributable to 2025 disposition activity. Prior to this adjustment, and as disclosed in the Company’s public filings, Consolidated Portfolio NOI growth for 2025 prior to this adjustment was 5.7%. See Appendix A for definition of consolidated “NOI” and a reconciliation of net income (computed under GAAP) to NOI.

  57. 2025 Annual Cash Incentive Metrics and Actual Awards

    | Performance Criteria / Reason Selected | Weighting | Results | | Qualitative | | Overall | | •Motivates management to execute on strategic objectives and key priorities, including balance sheet activities, management of leverage, favorable positioning of the Company for future growth, and management through market volatility, among other variables as deemed appropriate. •The Compensation Committee believes that including a qualitative component is important to reward and motivate performance factors that may not be fully quantifiable and to take into account priorities that may arise throughout the year. | | •Despite market challenges, the team surpassed the 2025 Core FFO per diluted share target. | | | | Capital Allocation | | | | •Reformed our capital allocation framework and priorities, positioning Rexford to improve cash flow quality, boost per-share FFO and NAV growth, and maximize stockholder returns. | | | | •Opportunistically sold $218 million of properties and redeployed proceeds into share repurchases, contributing $0.02 to Core FFO per diluted share in 2025. | | | | Operating Leverage | | | | •Executed a strategic workforce reduction in January and reorganized the Investments/Asset Management teams in August, alongside cutting corporate expenses, resulting in over $10.0 million in total savings. | | | | •Lowered G&A as a percentage of revenue by 90 basis points, to 7.9% from 8.8% in 2024. | | | | •Adjusted both short- and long-term incentive go-forward executive compensation metrics and reduced the overall level of future executive pay. | | | | Balance Sheet | | | | •Maintained a low-leverage balance sheet, ending the year with a net debt to adjusted EBITDAre ratio of 4.4x(1). | | | | •Refinanced all significant debt maturities through 2026. | | | | •Held our fixed rate debt percentage at 100%. | | | | Stockholder Engagement | | | | •Successfully managed stockholder engagement alongside the Board and external advisors, prioritizing constructive, strategy‑aligned dialogue consistent with our long‑term objectives. | | | | •Concluded engagement with appropriate adjustments to the capital allocation framework, strategic priorities, and leadership structure to strengthen long-term stockholder value creation. | | | | •Received full endorsement from key investors regarding the changes implemented. | | | | •Effectively communicated the updated capital allocation framework and priorities to investors through a strategic press release and targeted outreach. |

  58. 2025 Annual Cash Incentive Metrics and Actual Awards

    (1)See Appendix A for the definition of Net Debt to Adjusted EBITDAre (a non-GAAP metric) and a reconciliation of net income to Adjusted EBITDAre.

  59. 2025 Annual Cash Incentive Metrics and Actual Awards

    | 2026 PROXY STATEMENT | 49 |

  60. 2025 Annual Cash Incentive Metrics and Actual Awards

    Based on the Company’s quantitative and qualitative achievements described above, the annual cash incentive awards for the Former Co-CEOs and Current NEOs under the 2025 STI Program for 2025 performance were paid out below maximum (between the target and maximum), as shown in the table below:

  61. 2025 Annual Cash Incentive Metrics and Actual Awards

    | Named Executive Officer | Annual Cash Incentive Earned as Percentage of Base Salary | 2025 Annual Cash Incentive Awards | Portion of Annual Cash Incentive Award Delivered in Cash | Portion of Annual Cash Incentive Award Delivered in LTIP Units | Total STI LTIP Units Granted | | Current NEOs | | | | | | | Laura Clark | 171% | $1,200,151 | $1,200,151 | $— | — | | Michael Fitzmaurice | 171% | $1,028,701 | $1,028,701 | $— | — | | David E. Lanzer | 168% | $950,472 | $950,472 | $— | — | | Former Co-CEOs | | | | | | | Howard Schwimmer | 227% | $2,266,473 | $— | $2,266,473 | 61,058 | | Michael S. Frankel | 227% | $2,266,473 | $— | $2,266,473 | 61,058 |

  62. 2025 Annual Cash Incentive Metrics and Actual Awards

    | 2025 STI Program Payout No NEO received a maximum annual cash incentive payout for 2025 |

  63. 2025 Annual Cash Incentive Metrics and Actual Awards

    Annual cash incentive awards to the Current NEOs were paid in cash. The Former Co-CEOs had elected to receive their 2025 annual cash incentive awards in LTIP Units in Rexford Industrial Realty, L.P., our operating partnership (“LTIP Units”). Accordingly, in early 2026, at the same time the annual cash incentive awards were paid to our NEOs, generally, Messrs. Schwimmer and Frankel were each granted 61,058 LTIP Units (the “STI LTIP Units”), with the number of STI LTIP Units granted determined by dividing the cash value of each executive’s respective annual cash incentive awards by the closing price of our common stock on the date of grant. Because the STI LTIP Units represented payment of earned 2025 cash incentive awards, the STI LTIP Units were fully vested at grant.

  64. 2025 Annual Cash Incentive Metrics and Actual Awards

    | 2026 Annual Incentive Compensation Updates •For 2026, our annual incentive scorecard will be based on: Core FFO per diluted share (weighted 40%), same-property NOI growth (weighted 30%) and qualitative measures (weighted 30%) including the execution of the Company’s capital allocation and balance sheet strategy as well as ESG objectives. •The 2026 Annual Incentive Compensation program includes the following key changes: ◦Increased the Core FFO per Diluted Share weighting from 35% to 40% ◦Eliminated the Consolidated Portfolio NOI Growth and ESG components from formulaic performance criteria ◦Added Same Property Portfolio NOI Growth – consistent with companies included in our Executive Compensation Peer Group and preferred by our stockholders |

  65. Long-Term Compensation

    Long-Term Compensation Equity incentive awards are designed to provide valuable retention incentives that are aligned with the interests of our long-term stockholders and to reward our executives to the extent that long-term operational and stock price performance achievements are met. In December 2025, our Compensation Committee granted awards to the Current NEOs in the form of service-vesting LTIP units in Rexford Industrial Realty, L.P., our operating partnership (the “Service-Vesting LTIP Units”) and performance-vesting LTIP units in our operating partnership (the “Performance-Vesting LTIP Units”), which may ultimately be exchanged on a one-for-one basis into shares of our common stock (if earned). The Former Co-CEOs, Messrs. Schwimmer and Frankel, did not receive equity incentive awards for 2025 in light of the planned leadership transition and their respective departures from the role of Co‑CEOs, effective March 31, 2026. Accordingly, the following discussion of long‑term compensation is limited to the Current NEOs.

  66. Long-Term Compensation

    | 50 | REXFORD INDUSTRIAL |

  67. Long-Term Compensation

    For 2025, the Compensation Committee granted long-term equity incentive awards using the following mix of equity vehicles:

  68. Long-Term Compensation

    | Vehicle | Weighting | Key Features | | Performance-Vesting LTIP Units | 60% | •Represents the majority of our equity vehicle pay mix •Base units vest solely based on relative total stockholder return (TSR) performance versus the Nareit Industrial REIT Index (50%) and the Dow Jones U.S. Equity REIT Index (50%) •Requires 90th percentile relative performance to achieve the maximum payout and 55th percentile performance to achieve the target payout •Earned base units subject to final adjustment based on absolute TSR that adjusts the final payout up or down by up to 25% to ensure alignment with stockholder value creation •Negative adjustment applied if absolute TSR is less than 10% •Earned units cliff vest following the end of a three-year performance period, subject to accelerated vesting in certain contexts, as discussed below under the heading “—Potential Payments Upon Termination or Change in Control” | | Service-Vesting LTIP Units | 40% | •Vest ratably over a three-year period, subject to accelerated vesting in certain contexts, as discussed below under the heading “—Potential Payments Upon Termination or Change in Control” •Vested units subject to an additional one-year post-vest holding period where units may not be sold or transferred |

  69. Long-Term Compensation

    The following table presents the approved values of the long‑term equity incentive award values approved for the Current NEOs.

  70. Long-Term Compensation

    | Named Executive Officer | Approved Value of 2025 Service- Vesting LTIP Units | Approved Value of Target 2025 Performance- Vesting LTIP Units | Total Target Value of 2025 LTIP Units | | Laura Clark | $2,465,000 | $3,697,500 | $6,162,500(1) | | Michael Fitzmaurice | $800,000 | $1,200,000 | $2,000,000 | | David E. Lanzer | $614,000 | $921,000 | $1,535,000 |

  71. Long-Term Compensation

    (1)The total target value of 2025 LTIP units for Ms. Clark reflects her promotion to CEO, effective April 1, 2026, and is intended to align her long‑term incentive opportunity with her expanded responsibilities. The total target value excludes the March 2025 installment of Ms. Clark’s 2024 LTIP Units with a grant date value of $255,000, as previously disclosed.

  72. 2025 Service-Vesting LTIP Units

    2025 Service-Vesting LTIP Units Service-Vesting LTIP Units provide important retention benefits in addition to direct alignment with our long-term stockholders, subjecting them to the same impact of stock price fluctuations over the long term. In December 2025, the Compensation Committee approved grants of Service-Vesting LTIP Units to Ms. Clark and Messrs. Fitzmaurice and Lanzer. The table below sets forth the grant date value and the total number of Service-Vesting LTIP Units awarded to Ms. Clark and Messrs. Fitzmaurice and Lanzer in December 2025.

  73. 2025 Service-Vesting LTIP Units

    | Named Executive Officer | Total Service- Vesting LTIP Units | Grant Date Value ($)(1) | | Laura Clark | 59,873 | 2,169,183 | | Michael Fitzmaurice | 19,431 | 703,980 | | David E. Lanzer | 14,913 | 540,294 |

  74. 2025 Service-Vesting LTIP Units

    (1)Represents the grant date fair value computed in accordance with FASB ASC 718. The Service-Vesting LTIP Units vest with respect to one-third of the Service-Vesting LTIP Units underlying each award on December 19 of each year over a three-year period, beginning on December 19, 2026, subject to continued employment through the applicable vesting date. Additionally, the 2025 Service-Vesting LTIP Unit grants will be subject to an additional one-year post vest holding period, enhancing our NEOs’ alignment with our stockholders and strengthening retention during the leadership transition period.

  75. 2025 Service-Vesting LTIP Units

    | 2026 PROXY STATEMENT | 51 |

  76. 2025 Service-Vesting LTIP Units

    Distributions are paid on all Service-Vesting LTIP Units, whether vested or unvested, as and when dividends are declared on our common stock.

  77. 2025 Performance-Vesting LTIP Units

    2025 Performance-Vesting LTIP Units On December 19, 2025, the Compensation Committee approved Performance-Vesting LTIP Unit awards to Ms. Clark and Messrs. Fitzmaurice and Lanzer which vest, subject to continued employment and the achievement of the performance goals described below, in each case over a three-year performance period. The Performance-Vesting LTIP Units, exclusive of any distribution equivalent units thereon (described further below), are allocated equally between two primary relative TSR measures: (i) performance relative to the Dow Jones U.S. Equity REIT Index (the “Dow Jones Relative TSR Base Units”) and (ii) performance relative to the Nareit Industrial REIT Index (the “Nareit Relative TSR Base Units”). Vesting outcomes under each measure are further subject to adjustment based on an absolute TSR modifier. Primary Performance Metrics:

  78. 2025 Performance-Vesting LTIP Units

    | | | Threshold | Target | Maximum | | Primary Performance Metric | Weighting | 50% of Target | 100% of Target | 225% of Target | | Relative TSR vs. Dow Jones U.S. Equity REIT Index | | | | | | Relative TSR vs. Nareit Industrial REIT Index | | | | |

  79. 2025 Performance-Vesting LTIP Units

    If performance falls between the levels specified in the table above, the applicable portion of the Performance-Vesting LTIP Unit awards to be earned will be determined by straight-line interpolation between the specified levels.

  80. Absolute TSR Modifier

    To further align these awards with significant value creation for our stockholders, any earned awards under the primary performance metrics are further subject to adjustment based on absolute TSR performance over the performance period. The payout percentage is reduced by up to 25 percentage points to the extent that absolute TSR falls between 0% (25% reduction) and 10% (no reduction) over the performance period. The payout will be increased by up to 25 percentage points if absolute TSR falls between 10% (no increase) and 20% (25% increase). Payouts for performance falling between these percentages will be determined by straight-line interpolation between the specified levels. The table below sets forth the total number of Performance-Vesting LTIP Units awarded to Ms. Clark and Messrs. Fitzmaurice and Lanzer (which equals the sum of the Dow Jones Relative TSR Base Units, the Nareit Relative TSR Base Units, the maximum number of units that may be earned under the absolute TSR modifier and distribution equivalents on the Performance-Vesting LTIP Units that will vest, if at all, following the end of the performance period based upon achievement of the relevant performance measures).

  81. Absolute TSR Modifier

    | Named Executive Officer | Dow Jones Relative TSR Base Units | Nareit Relative TSR Base Units | Maximum Absolute TSR Modifier LTIP Units | Distribution Equivalent LTIP Units | Total Performance- Vesting LTIP Units | | Laura Clark | 101,036 | 101,037 | 22,452 | 33,770 | 258,295 | | Michael Fitzmaurice | 32,790 | 32,791 | 7,287 | 10,960 | 83,828 | | David E. Lanzer | 25,166 | 25,167 | 5,592 | 8,412 | 64,337 |

  82. Absolute TSR Modifier

    Listed below are the grant date values and the number of Performance-Vesting LTIP Units each of Ms. Clark and Messrs. Fitzmaurice and Lanzer will be eligible to receive under the Performance-Vesting LTIP Unit awards upon achieving threshold, target and maximum goals for the Dow Jones Relative TSR Base Units and the Nareit Relative TSR Base Units, with the maximum award reflective of the absolute TSR modifier earned at maximum (but excluding any distribution equivalent units):

  83. Absolute TSR Modifier

    (1)Represents the grant date fair value based on probable outcome of the performance conditions, computed in accordance with FASB ASC 718. Any Performance-Vesting LTIP Units that are ultimately earned will vest in full at the end of the three-year performance period on December 18, 2028, contingent upon continued employment with the Company through the end of the performance period (with certain exceptions in the event of a change in control of the Company and/or certain qualifying terminations of employment, each as discussed below under the heading “—Potential Payments Upon Termination or Change in Control”). To the extent that common stock dividends are declared with an ex-dividend date that occurs during the applicable Performance-Vesting LTIP Unit performance period, unvested Performance-Vesting LTIP Units will entitle their holders to a cash payment equal to 10% of such dividends. In addition, a number of distribution equivalent units having a value equal to total common stock dividends with ex-dividend dates that occur during the performance period with respect to Performance-Vesting LTIP Units that are earned and become vested (less the distributions made with respect to such Performance-Vesting LTIP Units during the performance period as described in the immediately preceding sentence) will vest following the completion of the applicable performance period, up to the maximum number of distribution equivalent units that are included in the Performance-Vesting LTIP Units. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (i) (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in common stock on the applicable ex-dividend date and (ii) to reflect the value of any notional dividends on the notional shares resulting from such hypothetical reinvestment of distributions with an ex-dividend date occurring on or after the hypothetical issuance of such notional shares and on or prior to the last day of the performance period.

  84. Performance To Date for Prior Grants

    | Grant Year (Performance Period) | 2023 | 2024 | 2025 | 2026 | 2027 | Status | % Overall Payout(1) | | 2022 Grant(2) (Dec 2022 - Dec 2025) | 3-Year Performance Period Complete | | | | | Final Result: Absolute TSR and Relative TSR achieved below Threshold and Core FFO Per-Share growth achieved above High | 91.1% of Target | | 2023 Grant(3) (Nov 2023 - Dec 2026) | | 2 Years Complete | | 1 Year Remaining | | Interim Result: Absolute TSR and Relative TSR tracking below Threshold and Core FFO Per-Share growth tracking above Threshold | 23.3% of Target | | 2024 Grant(3) (Dec 2024 - Dec 2027) | | | 1 Year Complete | 2 Years Remaining | | Interim Result: Relative TSR tracking above Target and Core FFO Per-Share growth and Absolute TSR (modifier) tracking below Threshold | 38.7% of Target |

  85. Performance To Date for Prior Grants

    (1)The 2022 and 2023 performance awards pay out between 0% and 300% of target. The 2024 performance award pays out between 0% and 275% of target. (2)The three-year performance period for the 2022 performance grant concluded on December 31, 2025. See “Final Results—2022 Performance-Vesting LTIP Unit Awards” below for additional detail on the level of achievement with respect to the performance conditions for the 2022 performance grant. (3)For the 2023 performance grant, the interim percentage payout is measured based on the Company’s absolute TSR and relative TSR performance from December 21, 2023 through December 31, 2025, and the Company’s actual Core FFO per diluted share growth for the two-year period ended December 31, 2025. For the 2024 performance grant, the interim percentage payout is measured based on the Company’s relative TSR performance for the period from November 16, 2024 through December 31, 2025 and the Company’s actual Core FFO per diluted share growth for the one-year period ended December 31, 2025, with absolute TSR performance for the period from November 16, 2024 through December 31, 2025 applied as a modifier separately to each metric. The performance periods for both awards remain open, and if actual absolute TSR, relative TSR and/or Core FFO per diluted share growth results differ from those reflected in the interim measurements, the resulting payout percentages may be higher or lower than the interim payout percentages reported above.

  86. Final Results—2022 Performance-Vesting LTIP Unit Awards

    Final Results—2022 Performance-Vesting LTIP Unit Awards The table below sets forth the final results of the Performance-Vesting LTIP Unit awards granted in 2022.

  87. Final Results—2022 Performance-Vesting LTIP Unit Awards

    | Performance Metrics | Metric Weighting | Threshold | Target | High | Maximum | Final Payout as % of Target(1) | | | Absolute TSR | | | | | | 0% | Weighted Average of 91.1% of Target | | Relative TSR vs. Peer Group | | | | | | 0% | | | Core FFO Per-Share growth | | | | | | 273% | | | Total | 100% | | | | | | |

  88. Final Results—2022 Performance-Vesting LTIP Unit Awards

    (1)The 2022 performance award pays out between 0% and 300% of target.

  89. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Company’s business is competitive and the Compensation Committee believes that it is extremely important for the Company to offer reasonable protections to its most senior executives in connection with transactions and involuntary

  90. Severance and Change in Control Benefits

    | 54 | REXFORD INDUSTRIAL |

  91. Severance and Change in Control Benefits

    termination. Prior to the adoption of the Executive Severance Plan in February 2026, severance and change in control arrangements were generally included in individual employment agreements with each of the named executive officers. As described in the Company’s Current Report on Form 8‑K filed with the SEC on February 26, 2026, effective February 24, 2026, Ms. Clark and Messrs. Fitzmaurice and Lanzer waived and relinquished all rights under their respective employment agreements, and such employment agreements terminated on that date, in connection with adoption of the Executive Severance Plan and their designation as executive officers covered by that plan. For a summary of the current severance and change in control arrangements applicable to our Current NEOs under the Executive Severance Plan, see “Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs” below. The employment agreements covering our NEOs during 2025 generally provided for severance payments and benefits if the executive terminated his or her employment for “good reason” or was terminated by the Company without “cause,” as those terms were defined in each agreement. In addition, the Former Co-CEOs were eligible to receive severance if our Company elected not to renew the term of their respective employment agreements, provided that they were willing to continue employment on similar terms. The employment agreements with Messrs. Schwimmer, Frankel, Lanzer and Ms. Clark also provided for acceleration of time-based equity awards upon a change in control (as defined in our Incentive Award Plan) in order to ensure that these NEOs realized the value of their time-based equity incentive awards in the event of a successful sale transaction. Accelerated vesting with respect to performance-vesting awards is governed by the terms of those awards, as described below under the heading “Potential Payments Upon Termination or Change in Control.” As described below under “—Elimination of Single-Trigger Accelerated Vesting,” all awards to Mr. Lanzer and Ms. Clark granted after the adoption of the Executive Severance Plan will be subject to double trigger vesting. By offering severance and change in control provisions, our Compensation Committee believes we are able to reinforce and encourage the continued attention and dedication of our NEOs to their assigned duties without distraction in the face of an actual or threatened transaction and ensure that our NEOs are motivated to negotiate the best acquisition consideration for our stockholders. For a description of the material terms of these NEO employment agreements as in effect on December 31, 2025, as well as the treatment of outstanding equity awards in connection with a change in control or qualifying termination, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2025 Table” and “—Potential Payments Upon Termination or Change in Control” below.

  92. Severance and Change in Control Benefits

    | 2026 PROXY STATEMENT | 55 |

  93. Compensation Risk Assessment

    Compensation Risk Assessment Consistent with SEC disclosure requirements, our Compensation Committee, with input from our management, assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. In considering our employee compensation policies and practices, the Compensation Committee reviews our policies related to payment of salaries and wages, benefits, bonuses, stock-based compensation and other compensation-related practices and considers the relationship between risk management policies and practices, corporate strategy and compensation. We do not believe that our compensation program creates risks that are reasonably likely to have a material adverse effect on the Company. In reaching our conclusion, we considered the following aspects of our executive compensation plans and policies among others: •We evaluate performance based upon the achievement of a variety of business objectives and goals; •We use a balanced equity compensation mix comprised of performance-based and time-based full value equity awards that lessens the likelihood that executives will take unreasonable risks to keep their equity awards “in-the-money,” as may be the case with equity compensation programs that rely solely on leveraged market-based equity compensation vehicles such as stock options; •We provide a significant portion of incentive compensation in the form of long-term incentive awards. The amounts that ultimately may be earned are tied to how we perform over a multi-year period, which focuses management on sustaining our long-term performance; •We structure payouts under our performance-based awards based on achieving a minimum level of performance, so that some compensation is awarded at levels below full target achievement rather than an “all-or-nothing” approach; •We provide a significant portion of each executive’s annual compensation in the form of equity-based compensation, and executives are required to maintain sizable holdings of equity in the Company under the terms of our equity ownership guidelines, which aligns an appropriate portion of their personal wealth to our long-term performance; and •We adopted a “clawback” policy described below, as required by Rule 10D-1 under the Exchange Act and the corresponding NYSE listing standards, in order to recover erroneously awarded incentive-based compensation in the event of a financial restatement. Accordingly, although a significant portion of our executives’ compensation is performance-based and “at-risk,” we believe our executive compensation programs are appropriately structured and do not pose a material risk to the Company.

  94. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices The Company does not currently grant (and does not currently have any outstanding) stock options, SARs or any similar awards with “option-like” features and therefore has not adopted a policy regarding the timing of any such awards in connection with the disclosure of material non-public information of the Company. However, as a general matter, the Company does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation.

  95. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, transaction bonus payments, severance payments, certain fringe benefits and payments and acceleration of vesting under long-term incentive plans. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, our Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Note that none of our NEOs (or other executives or employees) are entitled to any tax gross-up or similar payments with respect to any excise taxes that may be imposed in accordance with the foregoing.

  96. Accounting Standards

    Accounting Standards ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of restricted stock, Service-Vesting LTIP Units and Performance-Vesting LTIP Units under our equity incentive award plans will be accounted for under ASC Topic 718. Our Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.

  97. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for 2025, 2024 and 2023.

  98. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(2) | Total ($) | | Howard Schwimmer Former Co-CEO | 2025 | 1,000,000 | 24,856,439(3)(4)(5) | — | 36,248 | 25,892,687 | | | 2024 | 1,000,000 | 12,125,557 | — | 17,548 | 13,143,105 | | | 2023 | 1,000,000 | 10,905,222 | 1,925,000 | 20,323 | 13,850,545 | | Michael S. Frankel Former Co-CEO | 2025 | 1,000,000 | 24,856,439(3)(4)(5) | — | 16,748 | 25,873,187 | | | 2024 | 1,000,000 | 12,125,557 | — | 17,548 | 13,143,105 | | | 2023 | 1,000,000 | 10,905,222 | 1,925,000 | 20,323 | 13,850,545 | | Laura Clark Chief Executive Officer | 2025 | 700,000 | 7,380,284(3) | 1,200,151 | 216,748 | 9,497,183 | | | 2024 | 700,000 | 3,557,694 | 1,400,000 | 15,548 | 5,673,242 | | | 2023 | 650,000 | 3,402,461 | 1,300,000 | 18,323 | 5,370,784 | | Michael Fitzmaurice Chief Financial Officer | 2025 | 600,000 | 2,323,834(3) | 1,028,701 | 217,856 | 4,170,391 | | | 2024 | 75,000 | 549,976 | — | 36,819 | 661,795 | | David E. Lanzer General Counsel and Secretary | 2025 | 565,000 | 1,783,506(3) | 950,472 | 21,748 | 3,320,726 | | | 2024 | 565,000 | 1,713,509 | 1,130,000 | 17,548 | 3,426,057 | | | 2023 | 525,000 | 1,842,437 | 1,050,000 | 20,323 | 3,437,760 |

  99. Summary Compensation Table

    (1)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentive awards earned for performance in 2025, 2024 and 2023 under the applicable annual cash incentive programs in place for those years. For 2025, Messrs. Schwimmer and Frankel elected to receive 100% of their annual cash incentive award in LTIP Units. (2)Amounts shown in the “All Other Compensation” column for 2025 reflect medical insurance premiums paid by or reimbursed to each NEO by the Company for the direct or indirect benefit of the NEO that are not generally available to all other employees of the Company and the Company’s matching contributions under its 401(k) Plan of $5,000 to Messrs. Schwimmer, Fitzmaurice and Lanzer. The amount shown for Mr. Schwimmer also includes $14,500 for concierge health reimbursement. The amount shown for Ms. Clark also includes a one-time reimbursement of $200,000 for emergency temporary housing expenses incurred as a result of the January 2025 Southern California wildfires, which displaced Ms. Clark from her primary residence; the reimbursement was approved by the Compensation Committee to support business continuity. The amount shown for Mr. Fitzmaurice also includes the reimbursement of $196,108 of lodging and travel expenses incurred in 2025, relating to relocation expenses pursuant to his employment agreement. (3)Amounts shown in the “Stock Awards” column for 2025 include the full grant-date fair value of Service-Vesting LTIP Units, Performance-Vesting LTIP Units and restricted stock awards computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. We provide detailed information regarding the assumptions used to calculate the value of Service-Vesting LTIP Units, Performance-Vesting LTIP Units and restricted stock awards made to executive officers in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K filed February 11, 2026. There can be no assurance that awards will vest (and if awards do not vest, no value will be realized by the individual). The Performance-Vesting LTIP Units are treated as market condition awards as defined under ASC Topic 718, and as a result, they did not have a maximum value on the grant date that differed from the grant date fair values presented in the table. Instead, the maximum value is factored into the calculation of the grant date fair value using a Monte-Carlo simulation pricing model. (4)The restricted stock awards granted to Messrs. Schwimmer and Frankel were issued in lieu of cash severance in the event of termination without cause, and as such are included in the “Stock Awards” column rather than “All Other Compensation”. (5)Amounts shown in the “Stock Awards” column for 2025 include, for Messrs. Schwimmer and Frankel, the grant date fair value of the portion of each such NEO’s annual cash incentive award (equal to 100% of each such NEO’s annual cash incentive award) that was settled in fully-vested LTIP Units, which was $2,266,473 for each of Messrs. Schwimmer and Frankel. The grant date fair value of Messrs. Schwimmer and Frankel’s fully-vested LTIP Units was computed in accordance with ASC Topic 718. In early 2026, at the same time that annual cash incentive awards were paid to our NEOs generally, Messrs. Schwimmer and Frankel were each granted 61,058 fully-vested LTIP Units.

  100. Summary Compensation Table

    | 60 | REXFORD INDUSTRIAL |

  101. Grants Of Plan-Based Awards For 2025

    Grants Of Plan-Based Awards For 2025 The following table sets forth information regarding grants of plan-based awards made to our NEOs during 2025.

  102. Grants Of Plan-Based Awards For 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Howard Schwimmer | 11/17/2025 | — | — | — | — | — | — | 560,406(4) | 22,589,966 | | | — | 1,000,000 | 2,000,000 | 2,750,000 | — | — | — | — | — | | Michael S. Frankel | 11/17/2025 | — | — | — | — | — | — | 560,406(4) | 22,589,966 | | | — | 1,000,000 | 2,000,000 | 2,750,000 | — | — | — | — | — | | Laura Clark | 3/6/2025 | — | — | — | — | — | — | 6,134(5) | 219,911 | | | 12/19/2025 | — | — | — | — | — | — | 59,873(5) | 2,169,183 | | | 12/19/2025 | — | — | — | 44,905 | 89,810 | 224,525 | — | 4,991,190 | | | — | 700,000 | 1,050,000 | 1,400,000 | — | — | — | — | — | | Michael Fitzmaurice | 12/19/2025 | — | — | — | — | — | — | 19,431(5) | 703,980 | | | 12/19/2025 | — | — | — | 14,574 | 29,147 | 72,868 | — | 1,619,854 | | | — | 600,000 | 900,000 | 1,200,000 | — | — | — | — | — | | David E. Lanzer | 12/19/2025 | — | — | — | — | — | — | 14,913(5) | 540,294 | | | 12/19/2025 | — | — | — | 11,185 | 22,370 | 55,925 | — | 1,243,212 | | | — | 565,000 | 706,250 | 1,130,000 | — | — | — | — | — |

  103. Grants Of Plan-Based Awards For 2025

    (1)Represents threshold, target and maximum annual cash incentive award opportunities for performance in 2025. Messrs. Schwimmer and Frankel’s 2025 annual cash incentive awards were delivered in LTIP Units. For more information on the annual cash incentive award paid see “Compensation Discussion and Analysis—Elements of Our Compensation—Annual Incentive Compensation”. (2)Represents awards of Performance-Vesting LTIP Units in our operating partnership. The amounts in the threshold, target and maximum columns correspond to the number of base Performance-Vesting LTIP Units that would be earned upon achievement of the applicable threshold, target and maximum goals for the relative TSR metrics, with the maximum award reflecting the absolute TSR modifier earned at its maximum level. These amounts exclude distribution equivalent units which are eligible to vest upon the conclusion of the applicable performance period based on the number of Performance-Vesting LTIP Units actually earned. For more information on these performance unit awards, see “Compensation Discussion and Analysis—Elements of Our Compensation—Long-Term Compensation”. (3)Amounts for 2025 reflect the full grant-date fair value of Service-Vesting LTIP Units, Performance-Vesting LTIP Units and restricted stock awards granted in 2025, in each case, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide detailed information regarding the assumptions used to calculate the value of Service-Vesting LTIP Units, Performance-Vesting LTIP Units and restricted stock awards granted to executive officers in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K filed February 11, 2026. With respect to any such awards that are subject to vesting, there can be no assurance that awards will vest (and if awards do not vest, no value will be realized by the individual). (4)Represents a time-based award of restricted common stock in the Company. For more information on these awards of restricted common stock, see “Compensation Discussion and Analysis—Former Co-CEOs Compensation & Calculation of Severance” and “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for 2025 Table”. (5)Represents awards of Service-Vesting LTIP Units in our operating partnership. As disclosed in our proxy statement filed in 2025, in March 2025, Ms. Clark received a grant of Service-Vesting LTIP Units with a grant date approved value of $255,000 in connection with her promotion to Chief Operating Officer. For more information on the Service-Vesting LTIP Unit awards granted in December 2025, see “Compensation Discussion and Analysis—Elements of Our Compensation—Long-Term Compensation”.

  104. Grants Of Plan-Based Awards For 2025

    | 2026 PROXY STATEMENT | 61 |

  105. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for 2025 Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards for 2025 Table

  106. Outstanding Equity Awards At December 31, 2025

    Outstanding Equity Awards At December 31, 2025 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.

  107. Outstanding Equity Awards At December 31, 2025

    | Name | Grant Date(1) | Number of Shares or Stock Units that Have Not Vested (#) | Market Value of Shares of Stock or Units that Have Not Vested ($)(2) | Equity Incentive Plan Awards; Number of Unearned Units That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Units That Have Not Vested ($)(3) | | Howard Schwimmer | 12/21/2023 | 22,665(4) | 877,589 | — | — | | | 12/21/2023 | — | — | 83,107(5) | 3,217,903 | | | 11/16/2024 | 59,985(4) | 2,322,619 | — | — | | | 11/16/2024 | — | — | 151,213(6) | 5,854,967 | | | 11/17/2025 | 560,406(7) | 21,698,920 | — | — | | Michael S. Frankel | 12/21/2023 | 22,665(4) | 877,589 | — | — | | | 12/21/2023 | — | — | 83,107(5) | 3,217,903 | | | 11/16/2024 | 59,985(4) | 2,322,619 | — | — | | | 11/16/2024 | — | — | 151,213(6) | 5,854,967 | | | 11/17/2025 | 560,406(7) | 21,698,920 | — | — | | Laura Clark | 12/21/2023 | 7,645(8) | 296,014 | — | — | | | 12/21/2023 | — | — | 28,063(5) | 1,086,599 | | | 11/16/2024 | 20,232(9) | 783,383 | — | — | | | 11/16/2024 | — | — | 61,206(6) | 2,369,896 | | | 3/6/2025 | 4,089(9) | 158,326 | — | — | | | 12/19/2025 | 59,873(10) | 2,318,283 | — | — | | | 12/19/2025 | — | — | 22,452(11) | 869,341 | | Michael Fitzmaurice | 11/18/2024 | 8,586(12) | 332,450 | — | — | | | 12/19/2025 | 19,431(10) | 752,368 | — | — | | | 12/19/2025 | — | — | 7,287(11) | 282,153 | | David E. Lanzer | 12/21/2023 | 4,137(8) | 160,185 | — | — | | | 12/21/2023 | — | — | 15,202(5) | 588,621 | | | 11/16/2024 | 10,949(9) | 423,945 | — | — | | | 11/16/2024 | — | — | 27,656(6) | 1,070,840 | | | 12/19/2025 | 14,913(10) | 577,431 | — | — | | | 12/19/2025 | — | — | 5,593(11) | 216,561 |

  108. Outstanding Equity Awards At December 31, 2025

    (1)In addition to the vesting schedules described below, each equity award may be subject to accelerated vesting in certain circumstances, as described in “Potential Payments upon Termination or Change in Control” below. (2)The market value of restricted stock or Service-Vesting LTIP Units that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 31, 2025 ($38.72) by the number of unvested shares of restricted stock or unvested Service-Vesting LTIP Units, as applicable, outstanding under the applicable award. (3)The market value of unearned Performance-Vesting LTIP Units is calculated by multiplying the fair market value of a share of our common stock on December 31, 2025 ($38.72) by the number of unearned units disclosed in accordance with SEC rules in footnotes 5, 6 and 11. (4)The unvested portions of these Service-Vesting LTIP Unit awards vest upon effectiveness of the release of claims pursuant to the Transition and Separation Agreement, subject to not being terminated for cause, compliance with the Transition and Separation Agreement, and execution and non‑revocation of the release. (5)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s absolute and relative TSR performance is achieved at the threshold level for the three-year performance period from December 21, 2023 through December 20, 2026, and Core FFO Per-Share growth is achieved at the high level for the three-year performance period from January 1, 2024 through December 31, 2026. (6)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s relative TSR performance for three‑year period from November 16, 2024 through November 15, 2027 is achieved at the maximum level and Core FFO Per‑Share growth for the three‑year period from January 1, 2025 through December 31, 2027 is achieved at the target level, with the absolute TSR modifier earned at the threshold level and applied to each such metric.

  109. Outstanding Equity Awards At December 31, 2025

    | 2026 PROXY STATEMENT | 63 |

  110. Outstanding Equity Awards At December 31, 2025

    (7)This restricted stock award was granted pursuant to the Transition and Separation Agreement, and vests upon effectiveness of the release of claims, subject to continued service through March 31, 2026 (or earlier termination without cause), compliance with the Transition and Separation Agreement, and execution and non‑revocation of the release. (8)One-third of each Service-Vesting LTIP Unit award vests on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in one remaining installment on December 21, 2026. (9)One-third of each Service-Vesting LTIP Unit award vests on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in two remaining installments on November 16, 2026 and November 16, 2027. With respect to award granted to Ms. Clark on March 5, 2025, one‑third vested on November 16, 2025, and the remaining portions vest on November 16, 2026 and November 16, 2027. (10)One-third of each Service-Vesting LTIP Unit award vests on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in three remaining installments on December 19, 2026, December 19, 2027 and December 19, 2028. (11)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s TSR performance relative to the constituents of the Dow Jones U.S. Equity REIT Index and the Nareit Industrial REIT Index for the three‑year performance period from December 19, 2025 through December 18, 2028 is each achieved at the threshold level for each metric, with the absolute TSR modifier also earned at the threshold level and applied to each such metric. (12)This restricted stock award vests as to one-third of the number of shares subject to the award on each of the first, second and third anniversaries on the date of grant, subject to Mr. Fitzmaurice’s continued service with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in two remaining installments on November 18, 2026 and November 18, 2027.

  111. Option Exercises And Stock Vested During 2025

    Option Exercises And Stock Vested During 2025 The following table summarizes vesting of restricted stock awards and LTIP Units applicable to our NEOs during the year ended December 31, 2025. None of our NEOs held any options during 2025.

  112. Option Exercises And Stock Vested During 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Howard Schwimmer | 225,513 | 8,944,630 | | Michael S. Frankel | 225,513 | 8,944,630 | | Laura Clark | 53,404 | 2,136,892 | | Michael Fitzmaurice | 4,294 | 175,238 | | David E. Lanzer | 27,767 | 1,110,042 |

  113. Option Exercises And Stock Vested During 2025

    (1)This column represents the aggregate number of shares and LTIP Units acquired on vesting of existing equity awards. It includes Performance‑Vesting LTIP Unit awards granted on November 8, 2022 that were earned based on performance over the applicable three-year performance periods ending in 2025 and certified by the Compensation Committee on February 16, 2026. (2)Amounts represent the market value as of the vesting date of the awards, based on the closing price for our common stock on the date of vesting of restricted stock, Service-Vesting LTIP Units or Performance-Vesting LTIP Units.

  114. Option Exercises And Stock Vested During 2025

    | 64 | REXFORD INDUSTRIAL |

  115. Potential Payments Upon Termination Or Change In Control

    Potential Payments Upon Termination Or Change In Control

  116. Summary of Potential Payments Upon Termination or Change in Control as of December 31, 2025

    Summary of Potential Payments Upon Termination or Change in Control as of December 31, 2025 The following table summarizes the payments that would be made to Messrs. Schwimmer and Frankel, Ms. Clark, Mr. Fitzmaurice and Mr. Lanzer upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees. For purposes of the table, a “qualifying termination” refers to a termination by Ms. Clark and Messrs. Fitzmaurice and Lanzer for “good reason” or by the Company without “cause” or, with respect to Messrs. Schwimmer and Frankel, a termination by the Company without “cause”. In November 2025, the employment agreements of Messrs. Schwimmer and Frankel were terminated and superseded by Transition and Separation Agreements to the extent the employment agreements and the Transition and Separation Agreements covered the same subject matter; payments for Messrs. Schwimmer and Frankel reflected in the table are determined pursuant to those agreements. The amounts reflected in the table for Ms. Clark and Messrs. Fitzmaurice and Lanzer are based on the employment agreements in effect as of December 31, 2025 and do not reflect the Executive Severance Plan, which became effective on February 24, 2026. For a summary of the current treatment of potential payments applicable to Ms. Clark and Messrs. Fitzmaurice and Lanzer, see “Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs” below.

  117. Summary of Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | Name | Benefit | Death/ Disability ($) | Qualifying Termination (no Change in Control) ($) | Change in Control (no Termination) ($)(1) | Qualifying Termination in Connection with a Change in Control ($)(1) | | Howard Schwimmer | Cash Severance | 2,266,473 | —(2) | — | —(2) | | | Continued Health Benefits | — | 53,532 | — | 53,532 | | | Equity Acceleration | 35,251,346(3) | 35,251,346(3) | 29,323,198(4) | 29,323,198(4) | | | Total | 37,517,819 | 35,304,878 | 29,323,198 | 29,376,730 | | Michael S. Frankel | Cash Severance | 2,266,473 | —(2) | — | —(2) | | | Continued Health Benefits | — | 53,532 | — | 53,532 | | | Equity Acceleration | 35,251,346(3) | 35,251,346(3) | 29,323,198(4) | 29,323,198(4) | | | Total | 37,517,819 | 35,304,878 | 29,323,198 | 29,376,730 | | Laura Clark | Cash Severance | 1,200,151 | 3,183,484 | — | 4,175,151 | | | Continued Health Benefits | 53,532 | 53,532 | — | 53,532 | | | Equity Acceleration | 8,505,506(3) | 8,505,506(3) | 5,274,671(4) | 5,274,671(4) | | | Total | 9,759,189 | 11,742,522 | 5,274,671 | 9,503,354 | | Michael Fitzmaurice | Cash Severance | 1,028,701 | 2,528,701 | — | 3,278,701 | | | Continued Health Benefits | 53,532 | 53,532 | — | 53,532 | | | Equity Acceleration | 1,409,408(3) | 1,409,408(3) | — | 1,084,818(4) | | | Total | 2,491,641 | 3,991,641 | — | 4,417,051 | | David E. Lanzer | Cash Severance | 950,472 | 2,558,805 | — | 3,362,972 | | | Continued Health Benefits | 53,532 | 53,532 | — | 53,532 | | | Equity Acceleration | 3,304,132(3) | 3,304,132(3) | 1,970,732(4) | 1,970,732(4) | | | Total | 4,308,136 | 5,916,469 | 1,970,732 | 5,387,236 |

  118. Summary of Potential Payments Upon Termination or Change in Control as of December 31, 2025

    (1)In accordance with the employment agreement terms, if any payments made in connection with a change in control would otherwise be subject to an excise tax under Section 4999 of the Code by reason of the “golden parachute” rules contained in Section 280G of the Code, such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the NEO that are more favorable than the net after-tax payments and benefits payable to the NEO in the absence of such a reduction after the imposition of the excise tax. The figures reported in this column do not reflect any such reductions as a result of Code Section 280G limits. No NEO (or other employee) is entitled to any tax gross-up payment in connection with change in control payments (or otherwise). (2)No cash severance is payable in connection with a Qualifying Termination because the applicable provisions of the Former Co‑CEOs’ employment agreements were terminated and superseded by the Transition and Separation Agreements and restricted stock awards were

  119. Summary of Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | 2026 PROXY STATEMENT | 69 |

  120. Summary of Potential Payments Upon Termination or Change in Control as of December 31, 2025

    granted to Messrs. Frankel and Schwimmer in lieu of the cash severance benefits that would otherwise have been payable upon a termination of employment without cause. (3)Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding shares of restricted stock and all outstanding Service-Vesting LTIP Units held by the NEO as of December 31, 2025 and (ii) the number of Performance-Vesting LTIP Units that would become earned and vested at the end of the performance period, assuming absolute and relative TSR performance continue at the same rate as we experienced from the first day of the applicable performance period through December 31, 2025, Core FFO per diluted share growth continues at the same rate as we experienced for the year ended December 31, 2025, and including the assumed number of distribution equivalent units that will be allocated in connection with those units. All shares and units reflected in this footnote are valued using the closing price of a share of our common stock on December 31, 2025 ($38.72). (4)Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding shares of restricted stock and all outstanding Service-Vesting LTIP Units held by the NEO as of December 31, 2025 and (ii) the accelerated vesting of the NEO’s Performance-Vesting LTIP Unit awards as described in the narrative above with respect to a change in control, assuming the change in control occurred on December 31, 2025. The number of Performance-Vesting LTIP Units reflected under clause (ii) is based on the Company’s actual TSR performance from the first day of the applicable performance period through December 31, 2025 and the target number of Core FFO Per-Share Base Units. All shares and units reflected in this footnote are valued using the closing price of a share of our common stock on December 31, 2025 ($38.72).

  121. Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs

    Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs As noted above, effective February 24, 2026, the Company adopted the Executive Severance Plan, which provides for the payment of severance and other benefits to its named executive officers in the event of certain qualifying terminations of employment in connection with a “change in control” (as defined in the Executive Severance Plan) and, in certain circumstances, qualifying terminations of employment that occur outside the change in control context. The description that follows summarizes the Executive Severance Plan as in effect on March 27, 2026 for our Current NEOs. In the event of a qualifying termination (a termination of employment without “cause” or for “good reason,” each as defined in the Executive Severance Plan) that occurs outside of the change in control window described below, a named executive officer will be entitled to receive the following: •a lump-sum payment in an amount equal to one times (or, solely in the case of the Company’s CEO, two times) the sum of (i) the executive’s annual base salary then in effect and (ii) the average annual cash bonus earned by the executive for the three prior fiscal years; •a pro rata portion of the executive’s annual cash bonus for the partial fiscal year in which the termination date occurs, payable in a lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such year; •accelerated vesting of all outstanding equity awards held by the executive as of the termination date that vest solely based on the passage of time; and •company-paid continuation healthcare coverage for up to 18 calendar months after the termination date. If a named executive officer incurs a termination of employment by reason of such employee’s death or disability, the named executive officer (or his or her estate, as applicable) will be entitled to receive the pro rata bonus described above, accelerated vesting of all outstanding time-based equity awards and company-paid health care continuation for up to 18 calendar months. In the event of a qualifying termination that occurs during the period commencing three months prior to the consummation of a change in control and ending on the second anniversary of the consummation of a change in control, a named executive officer will be entitled to receive the following: •a lump-sum payment in an amount equal to two times (or, solely in the case of the Company’s CEO, three times) the sum of (i) the executive’s annual base salary then in effect and (ii) the average annual cash bonus earned by the executive for the three prior fiscal years; •a pro rata portion of the executive’s annual cash bonus for the partial fiscal year in which the termination date occurs, payable in a lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such year; •accelerated vesting of all outstanding equity awards held by the executive as of the termination date that vest solely based on the passage of time; and •company-paid continuation healthcare coverage for up to 18 calendar months after the termination date. Except as described above, outstanding equity awards held by a covered employee as of the date of termination of employment will be treated in accordance with the terms and conditions of the applicable Company equity plan and award

  122. Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs

    | 70 | REXFORD INDUSTRIAL |

  123. Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs

    agreement, provided that in the event of a change in control, to the extent that LTIP Units under any Performance-Vesting LTIP Unit Agreement vest, the number of Performance-Vesting LTIP Units that vest will be determined based on the “CIC Performance Vesting Standard,” meaning the greater of (i) the number of Performance-Vesting LTIP Units that would vest based on actual achievement of the applicable performance conditions through the change in control or (ii) the target number of Performance-Vesting LTIP Units. In addition, as discussed above under “—Elimination of Single-Trigger Accelerated Vesting,” prospective time-based equity awards granted to Ms. Clark and Mr. Lanzer following adoption of the Executive Severance Plan will not automatically vest upon a change in control, but instead will only be eligible to vest on an accelerated basis in connection with a qualifying termination of employment, whether or not in connection with a change in control. The following table summarizes the estimated potential payments and benefits that would be payable to our Current NEOs, including Ms. Clark and Messrs. Lanzer and Fitzmaurice, upon the occurrence of certain qualifying terminations of employment or a change in control, in each case assuming such event occurred on March 27, 2026, the record date for the Annual Meeting. The table reflects the terms of the Executive Severance Plan in effect on that date and is provided as supplemental information. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued during employment that are available to all salaried employees.

  124. Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs

    | Name | Benefit | Death/ Disability ($) | Qualifying Termination (no Change in Control) ($) | Change in Control (no Termination) ($)(1) | Qualifying Termination in Connection with a Change in Control ($)(1) | | Laura Clark | Cash Severance | 350,479(2) | 4,650,580(2) | — | 6,800,630(2) | | | Continued Health Benefits | 60,016 | 60,016 | — | 60,016 | | | Equity Acceleration | 5,675,386(3) | 5,675,386(3) | 8,422,610(4) | 8,422,610(4) | | | Total | 6,085,881 | 10,385,982 | 8,422,610 | 15,283,256 | | Michael Fitzmaurice | Cash Severance | 212,055(2) | 1,754,955(2) | — | 3,297,855(2) | | | Continued Health Benefits | 60,016 | 60,016 | — | 60,016 | | | Equity Acceleration | 1,182,636(3) | 1,182,636(3) | — | 1,866,193(4) | | | Total | 1,454,707 | 2,997,607 | — | 5,224,064 | | David E. Lanzer | Cash Severance | 166,404(2) | 1,774,895(2) | — | 3,383,385(2) | | | Continued Health Benefits | 60,016 | 60,016 | — | 60,016 | | | Equity Acceleration | 2,112,077(3) | 2,112,077(3) | 2,923,190(4) | 2,923,190(4) | | | Total | 2,338,497 | 3,946,988 | 2,923,190 | 6,366,591 |

  125. Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs

    (1)In accordance with the Executive Severance Plan, if any payments made in connection with a change in control would otherwise be subject to an excise tax under Section 4999 of the Code by reason of the “golden parachute” rules contained in Section 280G of the Code, such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the NEO that are more favorable than the net after-tax payments and benefits payable to the NEO in the absence of such a reduction after the imposition of the excise tax. The figures reported in this column do not reflect any such reductions as a result of Code Section 280G limits. No NEO (or other employee) is entitled to any tax gross-up payment in connection with change in control payments (or otherwise). (2)For each NEO, cash severance was calculated by multiplying the applicable multiple by the sum of (i) salary in effect on March 27, 2026, and (ii) the average annual cash bonus earned for the three prior fiscal years, plus the target annual cash bonus for 2026 prorated for time served through March 27, 2026. The applicable multiple is two times for the CEO (or three times in connection with a change in control) and one time for each other NEO (or two times in connection with a change in control), as described above. (3)Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding shares of restricted stock and all outstanding Service-Vesting LTIP Units held by the NEO as of March 27, 2026 and (ii) the number of Performance-Vesting LTIP Units that would become earned and vested at the end of the performance period, assuming absolute and relative TSR performance continue at the same rate as we experienced from the first day of the applicable performance period through March 27, 2026, Core FFO per diluted share growth continues at the same rate as we experienced for the year ended December 31, 2025, and including the assumed number of distribution equivalent units that will be allocated in connection with those units. All shares and units reflected in this footnote are valued using the closing price of a share of our common stock on March 27, 2026 ($32.49). (4)Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding shares of restricted stock and all outstanding Service-Vesting LTIP Units held by the NEO as of March 27, 2026 and (ii) the accelerated vesting of the NEO’s Performance-Vesting LTIP Unit awards, as provided in the applicable award agreement and determined under the CIC Performance Vesting Standard in connection with a change in control, assuming the change in control occurred on March 27, 2026. All shares and units reflected in this footnote are valued using the closing price of a share of our common stock on March 27, 2026 ($32.49).

  126. Supplemental—Summary of Potential Payments Upon Termination or Change in Control as of March 27, 2026 for Current NEOs

    | 2026 PROXY STATEMENT | 71 |

  127. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation for Howard Schwimmer and Michael Frankel, who served as our Co-CEOs during fiscal year 2025, to the median of the annual total compensation of all of our employees, excluding Messrs. Schwimmer and Frankel (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year: •the annual total compensation of Messrs. Schwimmer and Frankel, as reported in the Summary Compensation Table above, was $25,892,687 and $25,873,187, respectively. •the annual total compensation of the employee who represents our median compensated employee (other than Messrs. Schwimmer and Frankel) was $153,533. Based on this information, for 2025, the annual total compensation of each of Messrs. Schwimmer and Frankel was approximately 169 times the median of the annual total compensation of all of our employees (other than Messrs. Schwimmer and Frankel). The pay ratio for 2025 is significantly higher than in previous years due to the inclusion of the one-time restricted stock awards granted to Messrs. Schwimmer and Frankel pursuant to the Transition and Separation Agreements.

  128. Pay Versus Performance

    Pay Versus Performance

  129. Pay Versus Performance Table

    Pay Versus Performance Table This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect the value of compensation actually realized by our NEOs or how the Compensation Committee evaluates compensation decisions. Amounts included as “Compensation Actually Paid” or “CAP” do not represent the value of cash compensation and equity awards actually received by our NEOs, but rather is an amount calculated under SEC rules that includes, among other things, the year-over-year changes in the “fair value” of outstanding equity-based awards and the change from prior year-end fair value to vesting date fair value for award that vest in the applicable year. The following table sets forth information comparing Compensation Actually Paid to our NEOs for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021 and our financial performance for each such fiscal year.

  130. Pay Versus Performance Table

    | | | | | | Average SCT Total for Non- PEO NEOs ($)(3) | Average CAP to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | | Core FFO Per Diluted Share ($)(7) | | Year | SCT Total for First PEO ($)(1) | CAP to First PEO ($)(2) | SCT Total for Second PEO ($)(1) | CAP to Second PEO ($)(2) | | | TSR ($)(4) | Peer Group TSR ($)(5) | Net Income ($ in 000’s)(6) | | | 2025 | 25,892,687 | 25,455,806 | 25,873,187 | 25,436,306 | 5,662,767 | 5,267,958 | 91.36 | 126.55 | 219,763 | 2.40 | | 2024 | 13,143,105 | (453,702) | 13,143,105 | (453,702) | 3,253,698 | 917,041 | 87.27 | 123.58 | 285,926 | 2.34 | | 2023 | 13,850,545 | 12,928,929 | 13,850,545 | 12,928,929 | 4,404,272 | 4,276,642 | 122.03 | 117.86 | 249,591 | 2.19 | | 2022 | 12,650,293 | 1,247,522 | 12,650,293 | 1,247,522 | 4,004,559 | 2,060,645 | 115.51 | 105.89 | 177,157 | 1.96 | | 2021 | 10,160,902 | 31,041,449 | 10,160,902 | 31,041,449 | 3,045,415 | 6,189,187 | 167.83 | 141.20 | 136,246 | 1.64 |

  131. Pay Versus Performance Table

    (1)Amounts reflect the annual total compensation paid to each Principal Executive Officer (“PEO”), which for the applicable periods includes the Former Co-CEOs, Mr. Schwimmer (“First PEO”) and Mr. Frankel (“Second PEO”), as reported in the Summary Compensation Table (the “SCT”) on page 60. (2)The table below details the additions to and deductions from the SCT totals and Average SCT totals to calculate Compensation Actually Paid amounts and Average Compensation Actually Paid amounts for our PEOs and Non-PEO NEOs, respectively. (3)Reflects the average annual total compensation of Laura Clark, Michael Fitzmaurice, and David Lanzer for 2025 and 2024, and the average annual total compensation of Laura Clark and David Lanzer for 2023, as reported in the SCT on page 60. Reflects the average annual total compensation of Laura Clark and David Lanzer for 2022 and 2021. The average annual total compensation for 2024 reflects partial-year compensation for Mr. Fitzmaurice, which brings the average annual total compensation down relative to other years. (4)Total Shareholder Return for each reported year reflects the cumulative return on our common stock assuming the investment of $100 in our common stock on December 31, 2020, and that all dividends were reinvested into additional shares of common stock at the frequency with which dividends are paid on the common stock during the applicable period. (5)Reflects the Total Shareholder Return of the Dow Jones Equity All REIT Index (the “Peer Group”). Peer Group Total Shareholder Return for each reported year reflects the cumulative return on common stock assuming the investment of $100 in common stock weighted according to the market capitalization of the Peer Group companies on December 31, 2020, and that all dividends were reinvested into additional shares of common stock at the frequency with which dividends are paid on the common stock during the applicable period. (6)Reflects net income as defined under GAAP and as reported in our audited consolidated statements of operations during the applicable year. (7)Reflects our most important financial performance measure used to link compensation paid to our NEOs for the most recently completed fiscal year. See Appendix A for the definition of “Core FFO per diluted share,” which is a non-GAAP financial measure, and reconciliations of net income to Core FFO for each applicable period.

  132. Pay Versus Performance Table

    | 2026 PROXY STATEMENT | 73 |

  133. Pay Versus Performance Table

    The following table reconciles the PEO Summary Compensation Table total to Compensation Actually Paid and the Non-PEO NEOs Average Summary Compensation Table total to Average Compensation Actually Paid for the period ended December 31, 2025.

  134. Pay Versus Performance Table

    | | 2025 | | | | | First PEO | Second PEO | Non-PEO NEOs Average | | Summary Compensation Table — Total Compensation(1) | $25,892,687 | $25,873,187 | $5,662,767 | | DEDUCT: Amounts reported under the “Stock Awards” column in the SCT(2) | (24,856,439) | (24,856,439) | (3,829,208) | | ADD: Fair value of awards granted during year that remain unvested as of year-end(3)(4)(5) | 21,698,920 | 21,698,920 | 3,327,139 | | ADD: Fair value of awards granted during year that vested during year(6) | 2,266,473 | 2,266,473 | 27,942 | | ADD/DEDUCT: Change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end(3)(4)(5) | (703,391) | (703,391) | (125,083) | | ADD/DEDUCT: Change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(3) | 735,523 | 735,523 | 127,672 | | ADD: Dividends or other earnings paid during year prior to vesting date of award(7) | 422,033 | 422,033 | 76,729 | | Compensation Actually Paid (as defined by SEC rule) | $25,455,806 | $25,436,306 | $5,267,958 |

  135. Pay Versus Performance Table

    (1)Represents Total Compensation as reported in the SCT for the year ended December 31, 2025. With respect to the non-PEO NEOs, amounts shown represent averages. (2)Represents the aggregate grant date fair value of the outstanding and unvested Service-Vesting LTIP Units, unvested Performance-Vesting LTIP Units, and unvested restricted stock awards granted during the fiscal year, computed in accordance with ASC Topic 718. (3)Fair value or change in fair value, as applicable, of equity awards was computed in accordance with ASC Topic 718, and determined by reference to (i) for restricted stock, the closing price per share on the applicable year-end or vesting date(s); (ii) for Service-Vesting LTIP Units, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s), multiplied by a discount for book-up risk, where applicable; (iii) for Performance-Vesting LTIP Units that are based on the Company’s growth in Core FFO per diluted share, the closing price per share on the applicable year-end date(s), multiplied by the number of units corresponding to the probability of achievement of the applicable performance objective as of the applicable date or, in the case of vesting dates, the closing price per share on the applicable vesting date(s), multiplied by the actual number of units that vested; and (iv) for Performance-Vesting LTIP Units that are based on the Company’s absolute TSR and the Company’s TSR performance relative to a peer group, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), or, in the case of vesting dates, the closing price per share on the applicable vesting date(s), multiplied by the actual number of units that vested. (4)The material differences in assumptions from the grant date values are as follows: (i) for Service-Vesting LTIP Units, changes in the closing price per share as of each applicable year-end date (see note (5) below); (ii) for Performance-Vesting LTIP Units that are based on the Company’s growth in Core FFO per diluted share, changes in the probability assumptions and changes in the closing price per share as of each applicable year-end date; (iii) for Performance-Vesting LTIP Units that are based on the Company’s absolute TSR and the Company’s TSR performance relative to a peer group, changes in Monte Carlo simulation inputs, including changes in the selected Company volatility input, the risk-free interest rate input and the range of share price volatilities for the peer group companies at each applicable year-end date. For Monte Carlo simulations performed for awards with open performance periods as of the end of each fiscal year, (a) the selected Company volatility input ranged from 27.0% to 29.0%, (b) the average of the risk-free interest rate input used was 3.6%, (c) the median expected share price volatility for the peer group companies ranged from 25.0% to 26.0%, and (d) the average expected share price volatility of the peer group companies ranged from 29.9% to 32.0%. (5)The closing price per share of our common stock as of December 31, 2025 and 2024 was $38.72 and $38.66, respectively. (6)For the first and second PEO, represents the fair value of the portion of Messrs. Schwimmer and Frankel’s annual cash incentive award (equal to 100% of each such NEO’s annual cash incentive award) that was settled in fully-vested LTIP Units shortly after the end of 2025. (7)Represents cash distributions paid during 2025 on (i) unvested Service-Vesting LTIP Units (equal to dividends paid on our common stock) and (ii) unvested Performance-Vesting LTIP Units (equal to 10% of dividends paid on our common stock) that are not otherwise reflected as compensation for 2025.

  136. Pay Versus Performance Table

    | 74 | REXFORD INDUSTRIAL |

  137. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

  138. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    | 2026 PROXY STATEMENT | 75 |

  139. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME

  140. COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

    COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

  141. COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

    | 76 | REXFORD INDUSTRIAL |