v3.26.1
Incentive Award Plan
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Incentive Award Plan Incentive Award Plan
    Fourth Amended and Restated 2013 Incentive Award Plan
On May 19, 2026, our stockholders approved the Fourth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Plan”), superseding and replacing our prior incentive award plan. Pursuant to the Plan, 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 June 30, 2026, a total of 4,907,431 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
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.
Share-Based Award Activity
The following table sets forth our unvested restricted stock activity and unvested LTIP Unit activity for the six months ended June 30, 2026: 
Unvested Awards
Restricted Common StockLTIP Units
 Number of SharesWeighted-Average Grant Date Fair Value per ShareNumber of UnitsWeighted-Average Grant Date Fair Value per Unit
Balance at January 1, 20261,623,077 $42.12 325,395 $41.37 
Granted333,804 $40.45 147,306 $37.78 
Forfeited(31,251)$44.06 — $— 
Vested(1)
(1,297,422)$41.39 (287,416)$40.96 
Balance at June 30, 2026628,208 $42.64 185,285 $39.14 
(1)During the six months ended June 30, 2026, 617,976 shares of the Company’s common stock were tendered in accordance with the terms of the Plan to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares of common stock.
The following table sets forth the vesting schedule of all unvested share-based awards outstanding as of June 30, 2026:  
Unvested Awards
 Restricted
Common Stock
LTIP Units
Performance Units(1)
July 1, 2026 - December 31, 20267,317 60,824 701,025 
2027236,470 55,338 903,897 
2028174,152 49,386 406,460 
2029137,592 13,440 — 
203072,677 6,297 — 
Total 628,208 185,285 2,011,382 
(1)Represents the maximum number of Performance Units that could become earned and vested in December of 2026, November/December of 2027, and December of 2028, assuming achievement of maximum total shareholder return for all awards, and, with respect to awards vesting in 2026 and 2027, maximum FFO per share growth, in each case measured over the applicable three-year performance period.
Former Executive Officer Transition-Related Share-Based Compensation
Certain performance awards included in the November 2025 transition and separation arrangements with two former executive officers remain subject to prospective adjustment for changes in estimated achievement of the applicable FFO performance condition through final certification following the end of the applicable three-year performance period. During the second quarter of 2026, we recorded a $2.9 million reduction to previously recognized share-based compensation expense related to such awards due to changes in estimated performance achievement. Consistent with the presentation of the original transition-related share-based compensation expense, this adjustment was recognized in “Other expenses, net” in the accompanying consolidated statements of operations.
Compensation Expense
    The following table sets forth the amounts expensed and capitalized for all share-based awards for the reported periods presented below (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Expensed share-based compensation(1)
$778 $10,091 $4,841 $19,790 
Capitalized share-based compensation(2)
489 446 1,144 769 
Total share-based compensation$1,267 $10,537 $5,985 $20,559 
(1)Amounts expensed are included in “General and administrative,” “Property expenses” and “Other expenses, net” in the accompanying consolidated statements of operations.
(2)For the three and six months ended June 30, 2026 and 2025, amounts capitalized relate to employees who provide construction services, and are included in “Building and improvements” in the consolidated balance sheets.
As of June 30, 2026, total unrecognized compensation cost related to all unvested share-based awards was $34.4 million and is expected to be recognized over a weighted average remaining period of 30 months.