We maintain one share-based incentive plan, the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Plan”), pursuant to which, we may make grants of restricted stock, LTIP units of partnership interest in our Operating Partnership (“LTIP Units”), performance units in our Operating Partnership (“Performance Units”), dividend equivalents and other stock based and cash awards to our non-employee directors, employees and consultants.

The Plan is administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (collectively the “plan administrator”), subject to certain limitations. The plan administrator sets the terms and conditions of all awards under the Plan, including any vesting and vesting acceleration conditions.

As of December 31, 2025, a total of 384,799 shares of common stock, LTIP units, Performance Units and other stock based awards remain available for issuance under the Plan. Shares and units granted under the Plan may be authorized but unissued shares or units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires, or is settled for cash, any shares or units subject to such award will generally be available for future awards.

LTIP units and Performance Units are each a class of limited partnership units in the Operating Partnership. Initially, LTIP units and Performance Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events more fully described in the Operating Partnership’s partnership agreement (“book-up events”), the LTIP units and Performance Units can over time achieve full parity with OP Units for all purposes. If such parity is reached, vested LTIP units and vested Performance Units may be converted into an equal number of OP Units, and, upon conversion, enjoy all rights of OP Units. Performance Units that have not vested receive a quarterly per-unit distribution equal to 10% of the per-unit distribution paid on OP Units. Vested Performance Units and unvested and vested LTIP Units receive the same quarterly per-unit distributions as OP Units, which equal the per-share distributions on shares of our common stock.

On an annual basis, the compensation committee grants awards to the certain executive officers in the form of LTIP Units that are subject to time-based vesting conditions (each an annual “LTIP Award”) and Performance Units that are partially subject to market-based vesting conditions and partially subject to performance-based vesting conditions (each an annual “Performance Award”).

Each of the 2025, 2024 and 2023 LTIP Awards are scheduled to vest one-third in equal installments on each of the first, second and third anniversaries of the grant date. Each award is subject to each executive’s continued employment through the applicable vesting date, and subject to earlier vesting upon certain termination of employment or a change in control event, as described in the award agreements. Beginning in 2025, LTIP Awards granted to executives are subject to a one-year post-vesting holding period. The total grant date fair value of each annual LTIP Award is based on the Company’s most recent closing stock price preceding the grant and the application of a discount for post-vesting restrictions and uncertainty regarding the occurrence and timing of book-up events.

The following table summarizes these fair valuation assumptions and the grant date fair value of each annual LTIP Award:


	LTIP Award
	2025						2024			2023
Grant date	December 19, 2025			March 6, 2025			November 16, 2024			December 21, 2023
Grant date closing share price of common stock	$	41.17		$	40.74		$	42.01		$	55.59
Discount for post-vesting restrictions and book-up events	12.0		%	12.0		%	7.0		%	6.9		%
Number of units granted	94,217			6,134			226,729			171,341
Grant date fair value (in thousands)	$	3,413		$	220		$	8,858		$	8,867


	Number of Unvested LTIP Units	Weighted-Average Grant Date Fair Value per Unit
Balance at December 31, 2022	313,051	$	54.84
Granted	236,046	$	53.26

Vested	(180,192)	$	54.10
Balance at December 31, 2023	368,905	$	54.19
Granted	275,571	$	41.51

Vested	(192,817)	$	54.88
Balance at December 31, 2024	451,659	$	46.16
Granted	269,949	$	37.72

Vested	(396,213)	$	44.34
Balance at December 31, 2025	325,395	$	41.37

Each of the 2025, 2024 and 2023 Performance Awards include a certain number of base units that vest based on the Company’s absolute total shareholder return (“TSR”), either as a separate metric or as a modifier to other metrics, and the Company’s TSR relative to the constituent companies of one or more selected peer groups (“Relative TSR,” and together with applicable absolute TSR elements, the “Market Conditions”), in each case over a three-year performance period. Additionally, the 2024 and 2023 Performance Awards include a certain number of base units that vest based on the Company’s Core FFO per share growth (the “FFO Performance Condition”) over a three-year performance period. Awards granted in 2025 do not include the FFO Performance Condition.

Performance Units that have not vested will receive 10% of the distributions paid on OP units. The remaining 90% of the distributions will accrue (assuming the reinvestment in common stock of these distributions) during the three-year performance period and a portion will be paid out as distribution equivalent units based upon the number of base units that ultimately vest.

The grant date fair value of the base units that vest subject to the Market Conditions (including awards that incorporate an absolute TSR modifier or, in 2023, a separate absolute TSR metric) is measured using a Monte Carlo simulation pricing model. The grant date fair value of the base units that vest subject to the FFO Performance Condition is based on the Company’s closing stock price and the Company’s estimate, as of the grant date, of the number of units expected to vest based on the most probable level of achievement of the FFO Performance Condition over the performance period.


		Performance Award
		2025			2024			2023
Performance Award Summary	Grant date	December 19, 2025			November 16, 2024			December 21, 2023
	Number of units granted	406,460			903,897			701,025
	Grant date fair value (in thousands)	$	7,854		$	15,164		$	16,538

Market Conditions: Monte Carlo Simulation Pricing Model Assumptions	Expected share price volatility for the Company	27.0		%	28.0		%	27.0		%
	Expected share price volatility for peer group companies - low end of range(1)	18.0		%	15.0		%	16.0		%
	Expected share price volatility for peer group companies - high end of range(1)	100.0		%	100.0		%	100.0		%
	Expected dividend yield	3.60		%	2.90		%	2.20		%
	Risk-free interest rate	3.53		%	4.25		%	4.13		%

Performance Condition: Assumptions	Grant date closing share price of common stock	n/a			$	42.01		$	55.59
	Grant date estimated level of achievement of FFO Performance Condition	n/a			Target			Target

(1)For 2025, the award used two sets of peer group companies for which the median expected share price volatilities were 26.0% and 26.5% and average expected share price volatilities were 32.0% and 31.4%, respectively. For 2024 and 2023, the median expected share price volatility for the peer group companies was 29.0% in each year, and the average expected share price volatilities were 34.1% and 34.0%, respectively.

The expected share price volatilities for awards subject to the Market Conditions are based on a mix of the historical and implied volatilities of the Company and the peer group companies. The expected dividend yield is based on our average historical dividend yield and our dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching the three-year time period of the performance period.

The compensation committee periodically grants awards of restricted common stock to various employees of the Company, typically other than executive officers, for the purpose of attracting or retaining the services of these employees. These grants typically vest in four equal, annual installments on each of the first four anniversaries of the grant date, subject to the employee’s continued service. Shares of our restricted common stock are participating securities and have full voting rights and nonforfeitable rights to dividends. During the years ended December 31, 2025, 2024 and 2023, we granted 307,914, 215,905 and 188,468 shares, respectively, of restricted common stock to non-executive employees. The grant date fair value of these awards was $12.0 million, $11.9 million and $11.2 million based on the closing share price of the Company’s common stock on the date of grant, which ranged from $36.35 to $42.53 per share, $44.68 to $55.08 per share and $47.10 to $64.39 per share, for the years ended December 31, 2025, 2024 and 2023, respectively.

On November 18, 2024, an executive officer was granted 12,880 shares of restricted common stock as a sign-on incentive award, which vests in three equal annual installments on each of the first three anniversaries of the grant date. The grant date fair value of this award was $0.55 million based on the Company’s closing share price of $42.70 on the grant date.

In accordance with the Rexford Industrial Realty, Inc. Non-Employee Director Compensation Program, each year on the date of the annual meeting of the Company’s stockholders, we grant shares of restricted common stock to each of our non-employee directors who are re-elected for another year of service. These awards vest on the earlier of (i) the date of the annual meeting of the Company’s stockholders next following the grant date and (ii) the first anniversary of the grant date, subject to each non-employee director’s continued service. During the years ended December 31, 2025, 2024 and 2023, each of our non-employee directors were granted 4,773, 3,357 and 2,843 shares of restricted common stock with a grant date fair value of $169,967, $149,991 and $149,997 based on the Company’s closing share price on the grant date of $35.61, $44.68 and $52.76, respectively.


	Number of Unvested Shares of Restricted Common Stock	Weighted-Average Grant Date Fair Value per Share
Balance at December 31, 2022	274,416	$	56.92
Granted	205,526	$	58.93
Forfeited	(21,532)	$	62.84
Vested(1)(2)	(109,970)	$	52.69
Balance at December 31, 2023	348,440	$	59.07
Granted	248,927	$	53.55
Forfeited	(49,099)	$	58.55
Vested(1)(2)	(132,145)	$	56.47
Balance at December 31, 2024	416,123	$	56.64
Granted(3)	1,452,591	$	39.96
Forfeited	(100,368)	$	51.64
Vested(1)(2)	(145,269)	$	55.51
Balance at December 31, 2025	1,623,077	$	42.12

(1)The total fair value of vested shares, which is calculated as the number of shares vested multiplied by the closing share price of the Company’s common stock on the vesting date, was $5.7 million, $6.7 million and $6.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2)Total shares vested include 45,558, 41,649 and 32,507 shares of common stock that were tendered by employees during the years ended December 31, 2025, 2024 and 2023, respectively, to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares of common stock.

(3)Includes 1,120,812 shares of restricted stock, with a grant date fair value of $40.31 per share, granted to two executive officers in connection with transition and separation arrangements, as further described below.

In November 2025, the Company executed transition and separation arrangements with two executive officers, that (i) provided new restricted stock awards with a grant‑date fair value of $22.6 million per executive and (ii) specified the vesting treatment of outstanding LTIP Awards and Performance Awards. In accordance with ASC 718, we recognized $60.2 million of expense in the fourth quarter of 2025, representing the full fair value of the new restricted stock awards and the accelerated recognition of previously unrecognized compensation cost associated with other outstanding awards. This expense is included in “Other expenses” in the accompanying consolidated statements of operations. Compensation cost related to outstanding Performance Awards subject to the FFO Performance Condition remains subject to prospective adjustment for changes in estimated achievement prior to vesting and final certification at the end of the applicable three-year performance period.

The following table sets forth the amounts expensed and capitalized for all share-based awards for the reported periods presented below (in thousands):


	Year Ended December 31,
	2025		2024		2023
Expensed share-based compensation(1)	$	100,480	$	41,602	$	33,638
Capitalized share-based compensation(2)	1,691		1,355		1,017
Total share-based compensation	$	102,171	$	42,957	$	34,655

During the years ended December 31, 2025, 2024 and 2023, two executive officers elected to receive 100%, 100% and 30% of their annual bonuses in LTIP Units and the remainder in cash, if applicable. The bonuses for the year ended December 31, 2025 have not been paid yet. On January 17, 2025 and January 17, 2024, at the time the annual bonuses were paid to executives, each of the two executive officers were granted 70,512 and 15,340 fully-vested LTIP Units for the years ended December 31 2024 and 2023, respectively. Share-based compensation expense for the years ended December 31, 2025, 2024 and 2023 includes $4.5 million, $5.5 million and $1.7 million, respectively, for the portion of the two executive officers’ accrued bonuses that will or have been settled with fully-vested LTIP Units.