Rexford Industrial Realty, Inc. (REXR) Business

Item 1. Business

Company Overview

References to “we,” “our,” “us,” “our company,” or “the Company” refer to Rexford Industrial Realty, Inc., a Maryland corporation, together with our consolidated subsidiaries (unless the context requires otherwise), including Rexford Industrial Realty, L.P., a Maryland limited partnership, of which we are the sole general partner and which we refer to in this report as our Operating Partnership. In statements regarding qualification as a REIT, such terms refer solely to Rexford Industrial Realty, Inc.

We are a self-administered and self-managed full-service REIT focused on owning, operating and acquiring industrial properties in Southern California infill markets. Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to industrial property investments and mortgage debt investments secured by industrial property in high-barrier Southern California infill markets.

We were formed as a Maryland corporation on January 18, 2013 and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we acquire, own, improve, reposition, develop, lease and manage industrial real estate primarily located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property. We also sell assets programmatically as part of our capital allocation strategy. As of December 31, 2025, our consolidated portfolio consisted of 419 properties with approximately 51.2 million rentable square feet.

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. We are generally not subject to federal taxes on our income to the extent we distribute our REIT taxable income to our shareholders and maintain our qualification as a REIT.

Business Objectives and Growth Strategies

Our primary business objective is to generate attractive risk-adjusted returns for our stockholders through dividends and capital appreciation. We believe that pursuing the following strategies will enable us to achieve this objective:

Internal Growth through Intensive, Value-Add Asset Management.

We employ an intensive asset management strategy that is designed to increase cash flow and occupancy from our properties. Our strategy includes proactive renewal of existing tenants, re-tenanting to achieve higher rents, and repositioning and developing industrial property by renovating, modernizing, increasing functionality or constructing new industrial-use buildings to increase cash flow and value. For example, we sometimes convert formerly single-tenant properties to multi-tenant occupancy to capitalize upon the higher per square foot rents generated by smaller spaces in our target markets in addition to adding or improving loading access and increasing fire, life-safety and building operating systems, among other value-add initiatives. We believe that by undertaking such conversions or other functional enhancements, we can position our properties to attract a larger universe of potential tenants, increase occupancy, tenant quality and rental rates. We also believe that multi-tenant properties, as well as single mid-size buildings, help to limit our exposure to tenant default risk and to diversify our sources of cash flow. In addition to these repositioning efforts, our strategy includes developing new industrial‑use buildings on a selective basis. Additionally, our proactive approach to leasing and asset management is driven by our in-house asset management, leasing, construction management and customer solutions departments and team of portfolio and property managers who maintain direct, day-to-day relationships and dialogue with our tenants, which we believe enhances recurring cash flow and reduces periods of vacancy.

Accretive Capital Recycling.

Our disciplined capital recycling strategy is positioned to enhance portfolio quality and drive long‑term value creation. In 2025, disposition activity focused on the opportunistic and selective sale of underperforming or fully-valued assets. Going forward, we expect disposition activity to be programmatic and continue to include such opportunistic sales, and we may also dispose of certain properties originally planned for development or repositioning when a sale represents a more attractive alternative to proceeding with additional capital investment. Proceeds may be redeployed into higher‑return opportunities, including value‑add repositioning projects, share repurchases, and, when appropriate, selective acquisition opportunities.

External Growth through Acquisitions.

Disciplined acquisitions in our prime Southern California infill markets remain an important element of our long-term external growth strategy. We believe that our relationship-, data- and event-driven research positions us to identify and capitalize on asset mispricing and market inefficiencies when attractive opportunities emerge. When pursuing acquisitions, we focus on assets with value-add opportunities to increase their cash flow and asset values, often targeting and catalyzing off-market or

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lightly marketed transactions where our execution abilities and market credibility encourage owners to sell assets to us at what we consider pricing that is more favorable than heavily marketed transactions. We also seek to source transactions from owners with generational ownership shift, fund divestment, sale-leaseback/corporate surplus, maturing loans, some facing liquidity needs or financial stress, including loans that lack economical refinancing options. We also believe our deep market presence and relationships may enable us to selectively acquire assets in marketed transactions that may be difficult to access for less focused buyers.

Competitive Strengths

We believe that our investment strategy and operating model distinguishes us from other owners, operators and acquirers of industrial real estate in several important ways, including the following:

Focus on Industrial Assets in Southern California’s Infill Market: We intend to continue our core strategy of owning and operating industrial properties within Southern California’s infill regions. Infill markets are considered high-barrier-to-entry markets with scarcity of vacant or developable land and high concentrations of people, jobs, housing, income, wages and consumption. We believe Southern California’s infill industrial property market is the largest, most fragmented industrial market in the nation, demonstrating favorable long-term tenant demand fundamentals in the face of an ongoing long-term scarcity and diminishment of supply over time. We have a portfolio of 419 properties totaling approximately 51.2 million square feet, which are all strategically located in Southern California infill markets.

Diversified Tenant Mix: Our portfolio is leased to a broad tenant base, drawn from diverse industry sectors. We believe that this diversification reduces our exposure to tenant default risk and earnings volatility. As of December 31, 2025, we had 1,558 leases, with no single tenant accounting for more than 2.4% of our total annualized base rent. Our portfolio is also geographically diversified within the Southern California market across the following submarkets: Los Angeles 57.3%; San Bernardino 18.7%; Orange County 10.9%; San Diego 6.8%; and Ventura 6.3%.

Superior Access to Investment Opportunities: We believe that we enjoy superior access to value-add, off-market, lightly marketed and marketed acquisition opportunities, many of which are difficult for competing investors to access. Off-market and lightly marketed transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Marketed transactions are often characterized by extensive buyer competition, making such transactions difficult to close on for less-focused investors. As we are principally focused on the Southern California market, our executive management and acquisition teams have developed and maintain a deep, broad network of relationships among key market participants, including property brokers, lenders, owners and tenants. We employ an extensive broker marketing, incentives and loyalty program. We also utilize data and event-driven analytics and primary research to identify and pursue events and circumstances, including below-market leased properties, properties with curable functional obsolescence, generational ownership changes, and financial stress related to properties, owners, lenders, and tenants, that tend to generate early access to emerging investment opportunities.

Vertically Integrated Platform: We are a full-service real estate operating company, with substantial in-house capabilities in all aspects of our business. Our platform includes experienced in-house teams focused on acquisitions, analytics and underwriting, asset management, repositioning and development, property management, sales and leasing, design, construction management, as well as finance, accounting, legal, technology and human relations departments.

Value-Add Repositioning and Development Expertise: Our in-house development and construction management team employs an entrepreneurial approach to development and repositioning activities that are designed to increase the functionality, cash flow and value of our properties. Repositioning activities include converting large, underutilized spaces into a series of smaller and more functional spaces, creating generic industrial space that appeals to a wide range of tenants, adding additional square footage and modernizing properties by, among other things, upgrading fire, life-safety and building operating systems, resolving functional obsolescence, adding or enhancing loading areas and truck access and making other accretive modernization improvements. Our environmental, social and governance (ESG) goals influence our repositioning and development projects, where we focus on transforming outdated and inefficient buildings into high functioning, energy efficient and higher value industrial properties. Additionally, we pursue U.S. Green Building Council LEED certification for all ground-up developments. This repositioning and development work has the potential to revitalize our communities while reducing negative environmental impact. Development activities include fully or partially demolishing an existing building(s) due to building obsolescence and/or a property with excess or vacant land and constructing a ground-up building.

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Growth-Oriented, Flexible and Conservative Capital Structure: Our capital structure is designed to provide us with the resources, financial flexibility and capacity to support the future growth of our business. Since our initial public offering, we have raised capital through ten public offerings of our common stock, three public offerings of preferred stock, sales of common stock under our various at-the-market equity offering programs, three public offerings of senior notes and a private offering of exchangeable senior notes. We currently have an at-the-market equity offering program pursuant to which we may sell from time to time up to an aggregate of $1.25 billion of our common stock directly through sales agents or by entering into forward equity sale agreements with certain financial institutions acting as forward purchasers (the “ATM Program”). As of the filing date of this Annual Report on Form 10-K, we have sold $322.6 million of our common stock under the ATM Program, leaving us with the capacity to issue up to $927.4 million of additional shares. We also have a credit agreement with a $1.25 billion unsecured revolving credit facility, and as of the filing date of this Annual Report on Form 10-K, we only had $4.6 million outstanding in letters of credit that reduced our borrowing capacity, leaving $1.245 billion available for future borrowings. The credit agreement has an accordion feature that permits us to request additional lender commitments up to an additional $1.05 billion, which may be comprised of additional revolving commitments, term loan commitments or any combination thereof, subject to certain conditions. As of December 31, 2025, our ratio of net debt to total market capitalization was 24.9%. We also maintain a Board‑authorized share repurchase program as part of our capital allocation strategy. During 2025, we repurchased $250 million of our common stock. Subsequent to December 31, 2025, we repurchased and settled $13.4 million of our common stock, and as of the filing date of this Annual Report on Form 10‑K, $486.6 million remained authorized for future repurchases.

Competition

In acquiring our target properties, we compete with other public industrial property sector REITs, income oriented non-traded REITs, private real estate fund managers and local real estate investors and developers, some of which have greater financial resources or other competitive advantages than we do. Such competition may result in an increase in the amount we must pay to acquire a property or may require us to forgo an investment in properties which would otherwise meet our investment criteria. We also face significant competition in leasing available properties to prospective tenants and in re-leasing space to existing tenants. As a result, we may have to provide rent concessions, incur expenses for tenant improvements or offer other inducements to enable us to timely lease vacant space, all of which may have an adverse impact on our results of operations.

Insurance

Commercial property, liability, environmental, earthquake and terrorism coverage is carried on all the properties in our portfolio under blanket or standalone insurance policies. In addition, we hold other environmental policies for certain properties with known environmental conditions that provide for additional coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. Generally, we do not carry insurance for certain types of extraordinary losses, including, but not limited to, losses caused by floods (unless the property is located in certain flood plains), riots, war and wildfires. Substantially all of our properties are located in areas that are subject to earthquakes, and while we maintain earthquake insurance coverage, the events are subject to material deductibles and exclusions. Since May 2024, we have managed a portion of our earthquake insurance indirectly through our wholly-owned captive insurance company, which provides $25.0 million of earthquake coverage to the Company and its affiliates for earthquake claims in excess of $350.0 million. Additionally, seismic risks are evaluated for properties during acquisition by a qualified structural engineer and to the extent that the engineer identifies a property with weaknesses that contribute to a high statistical risk, the property will generally be structurally retrofitted to reduce the statistical risk to an acceptable level.

Regulation

General

Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that we have the necessary permits and approvals to operate each of our properties.

Americans with Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act of 1990, as amended (the “ADA”) to the extent that such properties are “public accommodations” as defined under the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Although we believe that the properties in our portfolio in the aggregate substantially comply with present requirements of the ADA, and we have not received any notice for correction from any regulatory agency, we have not conducted a comprehensive audit or investigation of all of our properties to determine whether we are in compliance, and therefore we may own properties that are not in compliance with current ADA standards.

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ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or improvements to existing spaces are made, we will take steps to ensure compliance. Noncompliance with the ADA could result in additional costs to attain compliance, imposition of fines by the U.S. government or an award of damages plus attorney’s fees to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and make alterations to achieve compliance as deemed commercially reasonable.

Environmental Matters

The properties that we acquire are subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have the authority to require us, to the extent we own a contaminated property, to clean up the property, even if we did not know of or were not responsible for the contamination. These laws also apply to persons who owned a property at the time it became contaminated and, therefore, it is possible we could incur these costs even after we sell some of the properties we acquire. In addition to the costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow using the property as collateral or to sell the property. From time to time we are required to export soils (which may or may not contain hazardous materials) from our sites, and under applicable environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment.

Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos at a property may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used.

We could be responsible for any of the costs discussed above, which have the potential to be very significant. The costs to clean up a contaminated property, to defend against a claim or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our stockholders. To mitigate some of the environmental risk, our properties are covered by blanket or standalone environmental insurance policies. Such standalone environmental policies are held for certain properties with known environmental conditions that provide for additional coverage for potential environmental liabilities. These policies, however, are subject to certain limits, deductibles and exclusions, and insurance may not fully compensate us for any environmental liability. We obtain Phase I or similar environmental assessments by independent environmental consultants at the time of acquisition of a property. Phase I environmental investigations are a common form of real estate due diligence that are governed by nationally recognized American Society for Testing and Materials (ASTM) standards and typically conducted by licensed environmental scientists. Phase I investigations commonly include a physical walk-through of the property in addition to a file review of the site. The file review includes creating a known operating history of the site. This includes, but is not limited to, inquiries with local governmental agencies as well as reviewing historical aerial reviews. If the consultant identifies any unexplained Recognized Environmental Concerns (“REC”) then the consultant may recommend further investigation, usually through specific invasive property tests. This additional round of investigation is commonly referred to as a “Phase II”. Invasive testing may or may not include air, soil, soil vapor or ground water sampling. Additionally, it may or may not include an asbestos and/or lead-based paint survey. Depending on the results of the initial Phase II investigation, the consultant may recommend further Phase II investigations, or if satisfied with the results, the consultant may decide the initial REC identified is no longer a concern. On occasion the seller of a property may not allow us to conduct a Phase II investigation, and we may elect to proceed with a property acquisition without a Phase II based on our risk assessment and mitigating factors informed by our third-party environmental consultants and advisors. Although we obtain a Phase I, a Phase II as permitted by the property seller, or similar environmental site assessments by independent environmental consultants on each property prior to acquiring it, these environmental assessments may not reveal all environmental risks that might have a materially adverse economic effect on our business, assets and results of operations or liquidity, and may not identify all potential environmental liabilities, and our portfolio environmental and any site-specific insurance policies may be insufficient to cover any such environmental costs and liabilities.

We can make no assurances that (1) future laws, ordinances or regulations will not impose material environmental liabilities on us, or (2) the current environmental condition of our properties will not be affected by tenants, the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.

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Human Capital

As of December 31, 2025, we employed 256 individuals, supported by five regional offices within our Southern California market. These offices facilitate servicing our business and tenants, optimizing staff welfare and productivity, and minimizing commute times. We utilize a hybrid work environment, balancing opportunities to work remotely within Southern California with regular access to various offices, thereby allowing them flexible working conditions while achieving performance objectives and maintaining business continuity. We believe that we maintain positive relations with our employees, none of whom are represented by a union. We have implemented a Code of Business Conduct and Ethics, and Policies and Procedures for Complaints Regarding Accounting and Fraud. This includes a dedicated phone number and website for employees to voice anonymous concerns, which are subsequently brought to the attention of our independent audit committee of the board of directors and our general counsel. These policies apply to all employees, and receipt and review by each employee is documented and verified annually.

Employee Engagement and Support

We believe employee engagement and recognition of strong performance are key components of a strong corporate culture and essential determinants of our future success. As part of our ongoing efforts to encourage employee engagement, we routinely solicit employee feedback, sometimes via anonymous surveys, and hold team-building events. Our employees also actively participated in monthly volunteer events, collectively contributing 3,352 hours in 2025 to support and give back to our communities, surpassing our goal of 3,000 hours. Employees received formal recognition awards during our all-company quarterly meetings after being nominated by their peers for outstanding demonstration of our Core Values. Each employee also undergoes performance discussions at least twice per year, with annual compensation adjustment consideration based on market trends, individual contributions, and company performance. Our voluntary turnover rate was 5% in 2025, and our referral rate for new hires was 37%, which we believe reflects strong employee engagement and commitment. Additionally, all employees receive weekly updates via email from our executive management team.

We offer and encourage ongoing employee training and advancement opportunities, with a wide variety of courses on topics including management, leadership, personal development, diversity and inclusion, sexual harassment prevention, anti-bribery practices, health and safety, and technical skills development. Many of our employees have contributed to the creation of learning content, leveraging their expertise to promote a culture of learning and engagement. On average, each employee completed over 27 hours of focused training in 2025. We also have a tuition reimbursement program, providing employees with additional opportunities to grow and succeed in their careers. Our employee engagement platform, launched in 2023, continues to foster connection and participation across our workforce, achieving a 98% participation rate and reinforcing our commitment to an engaged and collaborative culture.

Additionally, we have a paid parental leave policy for birthing and non-birthing parents, supporting the bonding and wellness of our employees and their newborn children. In 2022, we introduced a flexible time-off policy, allowing employees to take time off as needed and balanced with the needs of their departments without accruing hours. We believe this approach supports a healthy work-life balance while enabling employees to exercise judgment in managing their workload and contributing to the Company’s goals. In 2024, we implemented a Wellness Incentive Program to encourage health-focused activities and provide tailored resources for healthier lifestyles. The program resulted in benefits such as lowered monthly medical premiums and personalized health insights to support long-term wellness goals.

Workforce Diversity, Equity and Inclusion

We seek to hire and retain a highly qualified workforce in compliance with applicable federal and other laws and regulations. The Company values diversity in experience, background, and ethnicity, and it is our policy to recruit talent based on skill, knowledge, attitude and experience, using legally compliant methods and without discrimination on the basis of any legally protected characteristic. Our workforce is 63% female or non-binary and 37% male, with 57% identifying as racial or ethnic minorities. At the director level and above, 49% are female and 51% male. As of December 31, 2025, our nine-member board was 44% female and 22% ethnically diverse.

Additional Information

Our principal executive offices are located at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025 (telephone 310-966-1680).

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, Information Statements and amendments to those reports are available free of charge through our investor relations website at http://www.rexfordindustrial.com, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (the “SEC”). All reports we file with the SEC are also available free of charge via EDGAR through the SEC website at http://www.sec.gov.

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Our board of directors maintains charters for each of its committees and has adopted a written set of corporate governance guidelines and a code of business conduct and ethics applicable to independent directors, executive officers, employees and agents, each of which is available for viewing on our website at http://www.rexfordindustrial.com under the heading “Investor Relations—Governance—Documents & Policies.” We have also adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities by directors, officers and employees.

Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or documents we file with or furnish to the SEC.