Rexford Industrial Realty
Annual Report 2023

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2023 Report
2022 Report
2021 Report
2020 Report
2019 Report

Peers and competitors of Rexford Industrial Realty:

Plymouth Industrial REIT
Uniti Group
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WPT Industrial Real Estate Investment Trust

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________________________________________________________ FORM 10-K .._______________________________________________________________________________________________ (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR For the transition period from to Commission File Number: 001-36008 ________________________________________________________________________________________________ Rexford Industrial Realty, Inc. (Exact name of registrant as specified in its charter) ._______________________ __________________________________________________________________________. Maryland (State or other jurisdiction of incorporation or organization) 46-2024407 (I.R.S. Employer Identification No.) 11620 Wilshire Boulevard, Suite 1000 Los Angeles California 90025 (Address of principal executive offices) (Zip Code) (310) 966-1680 (Registrant’s telephone number, including area code) .____________________ __________________________________________________________________________. Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbols Name of each exchange on which registered Common Stock, $0.01 par value 5.875% Series B Cumulative Redeemable Preferred Stock 5.625% Series C Cumulative Redeemable Preferred Stock REXR REXR-PB REXR-PC New York Stock Exchange New York Stock Exchange New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑ Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Emerging growth company ☑ ☐ ☐ Accelerated filer Smaller reporting company ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) . ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ The aggregate market value of the voting stock held by non-affiliates of the registrant based upon the closing sale price of the registrant’s common stock on June 30, 2023, as reported on the New York Stock Exchange (“NYSE”) was approximately $10.5 billion. The registrant had no non-voting common equity outstanding on such date. This amount excludes 201,514 shares of the registrant’s common stock held by the executive officers and directors. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant. The number of shares of common stock outstanding at February 7, 2024 was 215,086,313. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement with respect to its 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III of this Form 10-K. TABLE OF CONTENTS PAGE NO. PART I PART II PART III PART IV Item 1. Item 1A. Item 1B. Item 1C. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 9C. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. Item 16. Business Risk Factors Unresolved Staff Comments Cybersecurity Properties Legal Proceedings Mine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [Reserved] Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other information Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services Exhibits, Financial Statement Schedules Form 10-K Summary SIGNATURES 4 8 31 31 33 55 55 56 57 57 85 85 85 85 86 86 87 87 87 87 87 88 92 93 PART I Forward-Looking Statements We make statements in this Annual Report on Form 10-K that are forward-looking statements, which are usually identified by the use of words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “potential,” “possible,” “predicts,” “projects,” “result,” “seeks,” “should,” “will,” and variations of such words or similar expressions. Our forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward- looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and may be affected by a variety of risks and factors including, without limitation: • • • • • • • • • • • • • • • • • • • • • • • • the competitive environment in which we operate; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; decreased rental rates or increasing vacancy rates; potential defaults on or non-renewal of leases by tenants; potential bankruptcy or insolvency of tenants or our borrower; acquisition risks, including failure of such acquisitions to perform in accordance with expectations; the timing of acquisitions and dispositions; risks associated with redevelopment and repositioning activities, including the possibility that costs may exceed original estimates, the time to complete a project or to lease up the completed project may be greater than originally anticipated or changes in entitlements or laws may impact or prevent execution of intended projects; potential natural disasters such as earthquakes, wildfires or floods; the consequence of any future security alerts and/or terrorist attacks; national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries; the general level of interest rates; potential impacts from inflation; potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or real estate investment trust (“REIT”) tax laws, and potential increases in real property tax rates; financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all; lack of or insufficient amounts of insurance; our failure to complete acquisitions; our failure to successfully integrate acquired properties; our ability to qualify and maintain our qualification as a REIT; our ability to maintain our current investment grade ratings by Fitch Ratings (“Fitch”), Moody’s Investors Services (“Moody’s) or from Standard and Poor’s Ratings Services (“S&P”); litigation, including costs associated with prosecuting or defending pending or threatened claims and any adverse outcomes; possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us; an epidemic or pandemic, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities may implement to address it, which may precipitate or exacerbate one or more of the above-mentioned factors and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period; and other events outside of our control. 1 Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the U.S. federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should review carefully our financial statements and the notes thereto, as well as Item 1A. entitled “Risk Factors” in this report. Summary Risk Factors Set forth below is a summary of the risks described under Item 1A. Risk Factors in this Annual Report on Form 10-K: Risks Related to Our Business and Operations • Our portfolio of properties is concentrated in the industrial real estate sector and our business would be adversely affected by an economic downturn in that sector. • Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in Southern California infill markets, which causes us to be especially susceptible to adverse developments in those markets. • Our properties are concentrated in certain industries that make us susceptible to adverse events with respect to those industries. • We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth. • Our future acquisitions, developments and repositioning activity may not yield the returns we expect. • Many of our costs could be adversely impacted by periods of heightened inflation. • An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt. • We may be unable to renew leases, lease vacant space or re-lease space as leases expire, or renewing existing leases may require significant concession, inducements and/or capital expenditures. • We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties. • A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings, which may result in our leasing to tenants that are more likely to default in their obligations to us than a tenant with an investment grade credit rating. Risks Related to Our Capital Structure • Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all. • Our debt level reduces cash available for distribution and may expose us to the risk of default under our debt obligations. • Mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt. • Failure to hedge effectively against interest rate changes may adversely affect us. • Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain, various covenants, including business activity restrictions, and the failure to comply with those covenants could materially adversely affect us. Risks Related to the Real Estate Industry • Our performance and value are subject to risks associated with real estate assets and the real estate industry. Risks Related to Our Organizational Structure • • Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of common units, which may impede business decisions that could benefit our stockholders. Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. 2 • We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries. Risks Related to Our Status as a REIT • Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock. 3 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 in 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, redevelop, 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. As of December 31, 2023, our consolidated portfolio consisted of 373 properties with approximately 45.9 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 redeveloping industrial property by renovating, modernizing or increasing functionality 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. 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. External Growth through Acquisitions. We continue to grow our portfolio through disciplined acquisitions in prime Southern California infill markets. We believe that our relationship-, data- and event-driven research allows us to identify and exploit asset mispricing and market inefficiencies. We seek to acquire assets with value-add opportunities to increase their cash flow and asset values, often targeting and catalyzing off-market or 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: 4 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 373 properties totaling approximately 45.9 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, 2023, we had 1,615 leases, with no single tenant accounting for more than 2.8% of our total annualized base rent. Our portfolio is also geographically diversified within the Southern California market across the following submarkets: Los Angeles 55.7%; San Bernardino 20.0%; Orange County 9.8%; San Diego 7.6%; and Ventura 6.9%. 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 redevelopment, property management, sales and leasing, design, construction management, as well as finance, accounting, legal, technology and human relations departments. Value-Add Repositioning and Redevelopment Expertise: Our in-house redevelopment and construction management team employs an entrepreneurial approach to redevelopment 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 redevelopment 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 redevelopment work has the potential to revitalize our communities while reducing negative environmental impact. Redevelopment 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. Growth-Oriented, Flexible and Conservative Capital Structure: Our capital structure provides us with the resources, financial flexibility and the capacity to support the future growth of our business. Since our initial public offering, we have raised capital through nine public offerings of our common stock (including one completed in 2023), three public offerings of preferred stock, sales of common stock under our various at-the-market equity offering programs and three public offerings of senior notes. We currently have an at-the-market equity offering program (“ATM 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 “2023 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 2023 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 $1.0 billion unsecured revolving credit facility, and as of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding, leaving $1.0 billion available for future borrowings. The credit agreement has an accordion feature that permits us to request additional lender commitments up to an additional $800 million, which may be comprised of additional revolving commitments, term loan commitments or any combination thereof, subject to certain conditions. As of December 31, 2023, our ratio of net debt to total market capitalization was 15.0%. 5 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. 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. 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. 6 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. Human Capital As of December 31, 2023, we had 242 employees supported by five regional offices within our Southern California market to service our business and tenants, optimize the welfare and productivity of our staff, and minimize commute times for our staff and to our properties. Nearly all employees have the opportunity to work remotely within Southern California and have regular access to utilize our various offices, providing them with flexible working conditions while achieving our performance objectives and the ability to maintain business continuity. We believe that we have good relations with our employees. None of our employees are represented by a union. We have adopted a Code of Business Conduct and Ethics, and Policies and Procedures for Complaints Regarding Accounting and Fraud, including a phone number and website for employees to voice anonymous concerns. All such concerns are then brought to the attention of our independent audit committee of the board of directors and our general counsel. These policies apply to all of our 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 may be one of the key determinants of the level 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 teambuilding events. Employees received formal recognition awards during our all-company quarterly meetings after being nominated by their peers. Each employee undergoes performance discussions at least twice per year, with annual compensation adjustment consideration commensurate with the market, individual and company performance. Our voluntary turnover rate was 7% in 2023. Our referral rate for new hires was 40%, which we believe is indicative of employee engagement and commitment. Additionally, all employees receive a weekly update via email from our executive management team. 7 We offer and encourage ongoing employee training and advancement opportunities, with a wide variety of thousands of courses and topics including management, leadership, personal development, diversity and inclusion, sexual harassment prevention, antibribery, health and safety, and technical skills development. Many of our employees have contributed to the creation of learning content, leveraging our employee expertise and engagement and promoting a culture of learning. On average, each employee completed over 24 hours of focused training in 2023. We also have a tuition reimbursement program which provides our team with additional opportunities to grow and succeed in their careers. Additionally, we have a paid parental leave policy for birthing and non- birthing parents to support the bonding and wellness of our employees and their newborn children. In 2022 we established a flexible time off policy under which employees no longer need to accrue time off and time off is not capped. We believe that employees should maintain a healthy work life balance with time away from work, exercising judgement to determine the appropriate time off for themselves based on workload and the collective need to achieve the Company’s goals. In 2023, we also launched an employee engagement platform, with 95% of employees participating. Workforce Diversity, Equity and Inclusion The Company values diversity, including diversity of experience, background, and ethnicity. Our employees are 60% female or non-binary and 40% male, and 54% of our employees self-identify as members of a racial or ethnic minority. Employees at the director level and higher are 42% female and 58% male. Our eight-member board of directors was 38% female and 25% ethnically diverse as of December 31, 2023. 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. 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—Company Information—Governance—Governance Documents.” 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. Item 1A. Risk Factors Set forth below are some (but not all) of the factors that could adversely affect our performance and financial condition. Moreover, we operate in a highly competitive and rapidly-changing environment. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we predict the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We believe the following risks are material to our stockholders. You should carefully consider the following factors in evaluating our company, our properties and our business. The occurrence of any of the following risks could adversely affect our results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock and might cause our stockholders to lose all or part of their investment. For purposes of this section, the term “stockholders” means the holders of shares of our common stock and preferred stock. 8 Risks Related to Our Business and Operations Our portfolio of properties is concentrated in the industrial real estate sector, and our business would be adversely affected by an economic downturn in that sector. Our properties are concentrated in the industrial real estate sector. This concentration exposes us to the risk of economic downturns in this sector to a greater extent than if our business activities were spread across more sectors of the real estate industry. Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in Southern California infill markets, which causes us to be especially susceptible to adverse developments in those markets. All of our properties are located in Southern California, which may expose us to greater or lesser economic risks than if we owned a more geographically- diverse portfolio. We are particularly susceptible to adverse economic or other conditions in Southern California, as well as to natural disasters that occur in this market. Most of our properties are located in areas known to be seismically active. While we diversify the geographic concentrations of assets within Southern California and carry insurance for losses resulting from earthquakes (and other casualties), the amount of our coverage may not always be sufficient to fully cover losses from earthquakes and other casualties, and the policies are subject to material deductibles and self-insured retention. The Southern California market has experienced downturns in past years, and the COVID-19 pandemic demonstrated the adverse impact that governmental restrictions in response to pandemics can have, and may continue to have, on the economy of the Southern California market. Any future downturns in the Southern California economy could impact our tenants’ ability to continue to meet their rental obligations or otherwise adversely affect the size of our tenant base, which could materially adversely affect our operations and our revenue and cash available for distribution, including cash available to pay distributions to our stockholders. If a material reduction of imports were to occur at the Ports of Los Angeles and Long Beach, through material labor issue or other reasons, it could reduce the need for tenants to store related imported goods in our properties and result in higher market vacancy and lower rents. We cannot assure you that the Southern California market will grow or that underlying real estate fundamentals will be favorable to owners and operators of industrial properties. Our operations may also be affected if competing properties are built in the Southern California market. In addition, the State of California is more highly regulated and taxed than many other states, all of which may reduce demand for industrial space in California and may make it costlier to operate our business. Additionally, conditions in Southern California related to homelessness, crime, tax rates and heightened regulation could negatively impact economic conditions and make tenants less desirous to lease properties from us. In November 2022, various transfer tax ballot measures passed, including Measure ULA in the City of Los Angeles. As of December 31, 2023, we owned 59 properties in the City of Los Angeles representing approximately 15.5% of the rentable square footage of our portfolio. Beginning on April 1, 2023, Measure ULA imposed an additional fee at the time of sale at a rate of 4% for properties between $5 million and $10 million and 5.5% for those $10 million or above. We note, however, that during the period from April 1, 2023 through December 31, 2023, we did not sell any of our properties located in the City of Los Angeles, and as such, we were not impacted by Measure ULA. Additional California ballot measure initiatives have sought the removal of Proposition 13 property tax protections, which proposals have not passed, but if successful could cause a significant increase in property taxes at our properties. Any adverse economic or real estate developments in the Southern California market as described above, or any decrease in demand for industrial space resulting from the regulatory environment, business climate or energy or fiscal problems, could adversely impact us and our stockholders. The impact from a pandemic, including governmental emergency declarations with emergency powers, may impact our ability to collect rent and could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations. The impact from a pandemic, including, without limitation COVID-19, and related governmental emergency declarations with emergency powers may have significant adverse impact on economic and market conditions around the world, including the United States and the infill Southern California markets in which we own properties and have development projects, and could trigger a period of sustained global and U.S. economic downturn or recession. This could lead to adverse impacts on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations, occupancy levels and the ability or willingness of certain of our tenants to pay rent in full on a timely basis. Moreover, to the extent any of these risks and uncertainties could adversely impact us in the ways described above or otherwise, they could also have the effect of heightening many of the other risks set forth in this “Risk Factors” section. 9 Our properties are concentrated in certain industries that make us susceptible to adverse events with respect to those industries. Our properties are concentrated in certain industries, which, as of December 31, 2023, included the following (and accounted for the percentage of our total annualized base rent indicated): Manufacturing (22.7%), Wholesale Trade (21.8%) and Transportation and Warehousing (21.3%). Any downturn in one or more of these industries, or in any other industry in which we may have a significant concentration now or in the future, could adversely affect our tenants who are involved in such industries. If any of these tenants is unable to withstand such downturn or is otherwise unable to compete effectively in its business, it may be forced to declare bankruptcy, fail to meet its rental obligations, seek rental concessions or be unable to extend its current lease or enter into new leases, which could materially and adversely affect us. We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth. Our business strategy involves the acquisition of properties that meet certain investment criteria in our target markets. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategies. In addition, the current market for acquisitions of industrial properties in Southern California continues to be extremely competitive. This competition may increase the demand for our target properties and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. We may be unable to acquire properties identified as potential acquisition opportunities on favorable terms, or at all, which could impede our intended rate of growth. We may acquire properties utilized for non-industrial uses, including office properties, where our long-term strategy is to develop, redevelop or reposition such office asset into industrial property. Prior to executing our strategy, we may lack non-industrial property management expertise necessary to optimally manage the non-industrial properties. If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected. Our acquisition activities may pose risks that could harm our business. As a result of our acquisitions, we may be required to incur debt and expenditures and issue additional common stock or common units to pay for the acquired properties. These acquisitions may dilute our stockholders’ ownership interest, delay or prevent our profitability and may also expose us to risks such as overpayment, reduction in value of acquired properties, and the possibility of pre-existing undisclosed liabilities, including environmental or asbestos liability, for which our insurance may be insufficient or for which we may be unable to secure insurance coverage. We cannot provide assurance that the price for any future acquisitions will be similar to prior acquisitions. If our revenue does not keep pace with these potential acquisition and expansion costs, we may incur net losses. There is no assurance that we will successfully overcome these risks or other problems encountered with acquisitions. We may be unable to source off-market or lightly marketed investment opportunities in the future. As of December 31, 2023, approximately 77% of the acquisitions by property count completed by us since our initial public offering (“IPO”) were acquired in off-market or lightly-marketed transactions, which are transactions that are characterized by a lack of a formal marketing process and lack of widely- disseminated marketing materials. Properties that are acquired by off-market or lightly-marketed transactions are typically more attractive to us as a purchaser and are a core part of our strategic plan, because the absence of a formal or extended marketing/bidding period typically results in more favorable pricing, more favorable non-economic terms and often an ability to close transactions more rapidly. If we cannot obtain off-market or lightly-marketed deal flow in the future, our ability to locate and acquire additional properties in the manner in which we have historically may be adversely affected and may cause us to revisit our core strategies. Our future acquisitions may not yield the returns we expect. Our future acquisitions, and our ability to successfully operate the properties we acquire in such acquisitions, may be exposed to the following significant risks: • even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price; • we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties as originally intended; 10 • we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations; • market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and • we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown or greater than expected liabilities such as liabilities for clean-up of environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties. We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenues do not increase, causing our results of operations to be adversely affected. Factors that may adversely affect our ability to control operating costs include the need to pay for insurance and other operating costs (including real estate taxes, which could increase over time), the need to periodically repair, renovate and re-lease space, the cost of compliance with governmental regulation, including zoning and tax laws, the potential for liability under applicable laws, interest rate levels and the availability of financing. If our operating costs increase or our property income decreases as a result of any of the foregoing factors, our results of operations may be adversely affected. Many of our costs, such as operating expenses and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation. During the twelve months ended December 2023, the consumer price index increased by approximately 3.4%, compared to the twelve months ended December 2022. Federal policies and recent global events, such as the rising price of oil and the conflicts between Russia and Ukraine and events in the Middle East, may have exacerbated, and may continue to exacerbate, increases in the consumer price index. A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the property-related contracted services. Our operating expenses may be recoverable through our lease arrangements. In general, our properties are leased to tenants on a triple net or modified gross basis. During inflationary periods, we expect to recover some increases in operating expenses from our tenants through our existing lease structures. As a result, we do not believe that inflation would result in a significant adverse effect on our net operating income and operating cash flows at the property level. However, there can be no assurance that our tenants would be able to absorb these expense increases and be able to continue to pay us their portion of operating expenses, capital expenditures and rent. In addition, most of our leases provide for fixed annual rent increases of three percent or greater. However, the impact of the current rate of inflation of 3.4% may not be adequately offset by some of our annual rent escalations, and it is possible that the resetting of rents from our renewal and re-leasing activities would not fully offset the impact of the current inflation rate. As a result, during inflationary periods in which the inflation rate exceeds the annual rent escalation percentages within our lease contracts, we may not adequately mitigate the impact of inflation, which may adversely affect our business, financial condition, results of operations, and cash flows. Our general and administrative expenses consist primarily of compensation costs and professional service fees. Rising inflation rates may require us to provide compensation increases beyond historical annual increases, which may unexpectedly or significantly increase our compensation costs. Similarly, professional service fees are also subject to the impact of inflation and expected to increase proportionately with increasing market prices for such services. Consequently, inflation may increase our general and administrative expenses over time and may adversely impact our results of operations and cash flows. Since 2022, the Federal Reserve Board has raised interest rates in an effort to curb inflation. Although there is some expectation that the Federal Reserve Board may begin to decrease rates in 2024, future decisions to decrease, hold steady or increase interest rates and the timing of such decision is unknown. Our exposure to increases in interest rates in the short term is limited to our variable-rate borrowings. As of December 31, 2023, we had $760.0 million of variable-rate debt, excluding the impact of interest rates swaps in effect. In addition, the effect of inflation on interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. We have entered into interest rate swaps to effectively fix all $760.0 million of our variable-rate indebtedness, and we may enter into other hedging transactions. The use of hedging transactions involves certain risks. Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our repositioning and redevelopment projects, including, but not limited to, costs of construction materials, insurance, and labor and 11 services from third-party contractors and suppliers. Certain increases in the costs of construction materials can often be managed in our repositioning and redevelopment projects through either general budget contingencies built into our overall construction costs estimates for each of our projects or guaranteed maximum price construction contracts, which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors. However, no assurance can be given that our budget contingencies would accurately account for potential construction cost increases given the current severity of inflation and variety of contributing factors or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or at all. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time. An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt, conduct repositioning, redevelopment, and acquisition activity, recycling of capital and leasing activity. As of December 31, 2023, we had a $1.0 billion unsecured revolving credit facility, $400.0 million term loan facility, $300.0 million term loan facility and $60.0 million term loan facility bearing interest at variable rates on amounts drawn and outstanding. As of December 31, 2023, the variable interest rate on the $300.0 million term loan facility has been swapped to a fixed rate of 2.81725% through its maturity date, and the $400.0 million term loan facility and $60.0 million term loan facility have been swapped to a fixed rate of 3.97231% and 3.71000%, respectively, for a portion of the extension option period following the initial maturity date. There was no amount outstanding on the revolving credit facility and each of our term loan facilities was fully drawn at December 31, 2023. However, we may borrow on the revolving credit facility or incur additional variable rate debt in the future. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. During 2023, the Federal Reserve Board increased the federal funds rate four times, resulting in a range from 5.25% to 5.50% as of December 31, 2023. Although there is some expectation that the Federal Reserve Board may begin to decrease the federal funds rate in 2024, any future decisions to decrease, hold steady or increase the federal funds rate and the timing of such decision, is unknown, and the risk of higher overall interest rates still exists. Steady but high interest rates or increases to interest rates would increase our interest costs for any variable rate debt and for new debt, which could in turn make the financing of any repositioning, redevelopment and acquisition activity costlier and could also impact demand for space and our leasing activity. Steady but high or rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. In addition, steady but high interest rates or increases in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to recycle capital and our portfolio promptly in response to changes in economic or other conditions. The potential impacts of current and future climate change and governmental initiatives remain uncertain at this time but could result in increased operating costs. Our assets and tenants may be exposed to potential risks from existing and possible future climate change that could result in physical and regulatory impacts, an increase in sea level, drought, flooding, and catastrophic weather events and fires. The occurrence of sea level rise or one or more natural disasters, such as floods, wildfires, solar storms and earthquakes (whether or not caused by climate change), could increase our operating costs, impair our tenants’ ability to lease property and pay rent and negatively affect our financial performance. Additional risks related to our business and operations as a result of climate change include both physical and transition risks such as: • • • • • • higher energy costs as a result of extreme weather events, extreme temperatures or increased demand for limited resources; higher maintenance and repair costs due to increasing temperatures and more frequent heatwaves; higher costs of materials due to limited availability of raw materials and requirements that may limit types of material for construction; limited availability of water and higher costs due to droughts caused by low snowpack; reduced labor pool and lease rates as a result of increasing air pollution and related illnesses; and reduced tenant appeal and/or investor interest in the event that certain tenant priorities and/or investor expectations regarding sustainability and efficient building practices are not met. In addition, laws and regulations targeting climate change could result in stricter energy efficiency standards and increased capital expenditures in order to comply with such regulations, as well as increased operating costs that we may not be able to effectively pass on to our tenants. Any such regulation could impose substantial costs on our tenants, thereby impacting the financial 12 condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our properties. Further, proposed climate change and environmental laws and regulations at the federal, state and local level, including climate change and greenhouse gas emissions related disclosure rules proposed by the Securities and Exchange Commission, may increase compliance and data collection costs and compliance risks. In October 2023, California enacted the Climate Corporate Data Accountability Act (SB-253), which mandates the disclosure of greenhouse gas (“GHG”) emissions, including Scope 1, Scope 2 and Scope 3 emissions; and the Climate-Related Financial Risk Act (SB-261), which mandates the disclosure of climate- related financial risks, and measures adopted to reduce and adapt to such risks. Both California laws require initial disclosures in 2026. California also enacted a third climate-disclosure law that requires entities that operate in the state and make net zero emissions claims, carbon-neutral claims or significant GHG reduction claims to disclose, starting in 2024, information about those claims and the purchase or use of voluntary carbon offsets used to achieve those claims. Additionally, in 2023 we announced a target to reach net-zero greenhouse gas emissions across scope 1, 2 and 3 by 2045, as well as a near-term science-based target to reduce absolute scope 1 and 2 emissions by 42% by 2030 from a 2022 baseline, aligned with The Science Based Targets initiative (SBTi) 1.5-degree Celsius pathway. While SBTi validated our targets, there is no guaranty that we will be able to achieve such goals or accurately track and report the required disclosures. Compliance with such laws and commitments may be costly and impact our property operations. Stakeholders may respond adversely to any failure to meet such commitments. Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East and other events or circumstances beyond our control could have a material adverse effect on us. Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, the availability and cost of credit, the U.S. mortgage market, or a declining real estate market in the U.S. can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards. Market, political and economic challenges, including dislocations and volatility in the credit markets, general global economic uncertainty, and any uncertainty or volatility following the 2024 U.S. Presidential election may adversely affect the economy and financial markets, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock. In addition, global market, political and economic conditions could adversely affect the businesses of many of our tenants. As a result, we may see increases in bankruptcies of our tenants and increased defaults by tenants, and we may experience higher vacancy rates and delays in re-leasing vacant space, which could negatively impact our business and results of operations. The Russian invasion of Ukraine in February 2022 and the resulting global governmental responses, including international sanctions imposed on Russia and other countries that are supporting Russia’s invasion of Ukraine, have led to volatility in global markets, disruptions in the energy, agriculture and other industries and have created worldwide inflationary pressures. While the conflict has not caused material disruptions to our operations to date, further escalation of the war between Russia and Ukraine could result in a significant decline in global economic activities and impact our tenants in a manner that may lower the near- term demand for our rental properties or our tenants’ ability to pay rents. We may be unable to renew leases, lease vacant space or re-lease space as leases expire, or renewing existing leases may require significant concessions, inducements and/or capital expenditures. As of December 31, 2023, 5.8% of the rentable square footage of our portfolio was vacant or under repositioning/redevelopment and leases representing 1.0% of the rentable square footage of our portfolio expired on December 31, 2023. In addition, leases representing 13.9% and 16.6% of the rentable square footage of the properties in our portfolio will expire in 2024 and 2025, respectively. We cannot assure you that our leases will be renewed or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that we will not offer substantial rent abatements, tenant improvements, early termination rights or below-market renewal options to attract new tenants or retain existing tenants. Our rental rate growth assumptions and forecasting may be wrong. If the rental rates for our properties decrease, or if our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected. In order to attract and retain tenants, we may be required to make rent or other concessions to tenants, accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or if capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases and/or an inability to attract new tenants. 13 We face significant competition in the leasing market, which may decrease or hinder opportunities to increase the occupancy and rental rates of our properties. We compete with numerous developers, owners and operators of real estate, many of which own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer more substantial tenant concessions or tenant rights (including rent abatements, tenant improvements, early termination rights or below-market renewal options) in order to retain tenants or attract new tenants. Furthermore, as a result of various factors, including competitive pricing pressure in our submarkets, adverse conditions in the Southern California real estate market, a general economic downturn and a decline in the desirability of our properties compared to other properties in our submarkets, we may be unable to realize the budgeted rents for properties in our portfolio. If we are unable to obtain rental rates comparable to our asking rents for properties in our portfolio, our ability to generate cash flow growth will be negatively impacted. Significant rent reductions could result in a write-down of one or more of our consolidated properties and/or adversely affect the market price of our common stock, our financial condition and our results of operations, including our ability to satisfy our debt service obligations and to pay dividends to our stockholders. A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings, which may result in our leasing to tenants that are more likely to default in their obligations than a tenant with an investment grade credit rating. A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings. The ability of a non-investment grade tenant to meet its obligations cannot be considered as strong as that of an investment grade tenant. All of our tenants may face exposure to adverse business or economic conditions which could lead to an inability to meet their obligations. However, non-investment grade tenants may not have the financial capacity or liquidity to adapt to these conditions or may have less diversified businesses, which may exacerbate the effects of adverse conditions on their businesses. Moreover, the fact that a substantial majority of our tenants are not investment grade may cause investors or lenders to view our cash flows as less stable, which may increase our cost of capital, limit our financing options or adversely affect the trading price of our common stock. Historically, some of our tenants have filed for bankruptcy protection or become insolvent. This may continue to occur with tenants in the future, and we are at an elevated risk because of the non-investment grade credit rating of much of our tenant base. The bankruptcy or insolvency of a major tenant also may adversely affect the income produced by our properties. We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets. We may continue to acquire properties or portfolios of properties through tax-deferred contribution transactions in exchange for partnership interests in our Operating Partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we are able to deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions limit our ability to sell an asset at a time, or on terms, that would otherwise be favorable absent such restrictions. Our real estate development, redevelopment and repositioning activities are subject to risks. We are actively engaged in the development, redevelopment and repositioning activities with respect to certain of our properties. For such projects, we will be subject to the following risks associated with such development, redevelopment and repositioning activities: • • • • • construction, redevelopment and repositioning may be unsuccessful and/or costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable; time required to complete the construction, redevelopment or repositioning of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity; non-industrial properties targeted for development, redevelopment or repositioning may be more difficult to manage compared to our industrial properties where we have the most property management expertise; contractor and subcontractor disputes, strikes, labor disputes or supply disruptions, which may cause delays or increase costs; failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; 14 • • • • • delays with respect to obtaining, or the inability to obtain, necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws; statewide and local changes in zoning and land use laws and state attorney general actions that result in moratoriums on industrial and warehouse development or materially restrict the size and uses of industrial and warehouse projects; occupancy rates and rents of a completed project may not be sufficient to make the project profitable; our ability to dispose of properties developed, redeveloped or repositioned with the intent to sell could be impacted by the inability of prospective buyers to obtain financing given the current state of the credit markets; and the availability and pricing of financing to fund our development activities on favorable terms or at all. Potential losses, including from adverse weather conditions and natural disasters, such as earthquakes, may not be covered by insurance, and we may be unable to rebuild our existing properties in the event of a substantial or comprehensive loss of such properties. We carry commercial property, liability, environmental, earthquake and terrorism coverage on all the properties in our consolidated portfolio under a blanket insurance policy, in addition to other coverages that we believe are appropriate for certain of our properties given the relative risk of loss, the cost of the coverage and industry practice. Some of our policies are insured subject to limitations involving significant deductibles or co-payments and policy limits that may not be sufficient to cover losses. In particular, all of the properties in our portfolio are located in Southern California, an area that is particularly prone to seismic activity. A severe earthquake in the Southern California region could result in uninsured damage to a subset or even a substantial portion of our portfolio and could significantly impact our cash flow. While we carry insurance for losses resulting from earthquakes, such policies are subject to material deductibles, insurance payouts could be delayed, contested or insurers could be unable to pay claims due to their financial instability. Additionally, natural disasters, including earthquakes, may cause future earthquake insurance costs to increase significantly, which may impact the operating costs and net cash flow of our properties. In addition, we may discontinue terrorism or other insurance, or increase deductibles on some or all of our properties in the future, if the cost of premiums for any such policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. Currently, we do not carry insurance for certain types of extraordinary losses, such as loss from riots, war and wildfires, because we believe such coverage is only available at a disproportionately high cost. As a result, we may incur significant costs in the event of loss from wildfires, riots, war and other uninsured losses. If we do obtain insurance for any of those risks in the future, such insurance cost may impact the operating costs and net cash flow of our properties. If we or one or more of our tenants experiences a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated. In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. Environmental, insurance and legal restrictions could also restrict the rebuilding of our properties. Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers. We have co-invested in the past, and may co-invest again in the future, with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity, involving risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, disputes and litigation. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflict of interest issues. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. In addition, prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest in the joint venture. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, in volatile credit markets, the refinancing of such debt may require equity capital calls. 15 We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (“IT”) networks and related systems. We face risks that threaten the confidentiality, integrity and availability of our systems and information associated with IT security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, software vulnerabilities, attachments to e‑mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day‑to‑day operations and, in some cases, may be critical to the operations of many of our tenants. A security breach or other significant disruption involving our IT networks and related systems could: • Disrupt the proper functioning of our networks and systems; • • • • • Result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; Result in our inability to properly comply with or monitor our compliance with the rules and regulations regarding our qualification as a REIT; Result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; Require significant management attention and resources to remedy any damages that result; Subject us to claims for breach of contract or failure to safeguard personal information, damages, credits, penalties or termination of leases or other agreements; • Damage our reputation among our tenants, prospective sellers, brokers and investors generally; and • Subject us to legal liability, including liability under the California Consumer Privacy Act of 2018 and other state and federal laws. To help us better identify, manage, and mitigate these IT risks, we use the National Institute of Standards and Technology (NIST) cybersecurity framework as a guide for our cybersecurity risk management program. Additionally, our Technology department requires each employee upon hire, and at least annually thereafter, to successfully complete various security awareness training courses. Further, all employees are required to complete bi-monthly micro training modules. Our Technology department conducts periodic simulated social engineering exercises that may include, but are not limited to, simulated phishing (e-mail), vishing (voice), smishing (SMS), USB testing, and physical assessments. These tests are conducted at random throughout the year with no set schedule or frequency. Additionally, we may conduct targeted exercises against specific departments or individuals based on a risk determination. From time to time our employees may be required to complete additional cyber awareness training courses or receive personalized training from our Technology department staff based on outcomes of random testing or as part of a risk-based assessment. On a quarterly basis we conduct third-party internal and external vulnerability assessments from our cybersecurity firm leveraging the Common Vulnerability Scoring System (CVSS), and on a bi-annual basis we conduct third party social engineering and cyber penetration testing with an information security company that specializes in conducting such tests. We currently maintain insurance policies to insure against breaches of network security, privacy liability, media liability, data incident response expenses, cyber related business interruption, and cyber extortion, although there is no guaranty that the insurance limits and coverage will be sufficient to cover any loss. To further address IT security, the Audit Committee and the current chairperson of the Company’s nominating and corporate governance committee of the board of directors, provides board level oversight of information security and receives quarterly information security reports from our Technology department, while the full board of directors typically receives information security updates annually from senior leadership (in addition to ongoing updates on as-needed basis). Management has overall responsibility for implementing the Company’s cybersecurity risk management program and works closely with our Technology Department in this regard to stayed informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents. Over the prior three years, the Company has not been subject to any material information security breaches to our knowledge, has not incurred any material financial harm from information security breaches, nor has the Company been subject to any material information security breaches or expenses to our knowledge since our initial formation. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, including the engagement of independent third party consultants to analyze and remediate any vulnerabilities, implementation of software and systems intended to monitor systems and devices on our network to reduce the risk of IT security breaches and improve our ability to 16 detect a breach, the engagement of a cyber forensics company who can assist our investigation in the event of a breach, and ongoing cyber security education and training for employees throughout the year, there can be no assurance that our security efforts and measures will always be effective or that attempted security breaches or disruptions would always be thwarted or mitigated. We regularly experience attempted cyberattacks and other incidents, and we expect such attacks and incidents to continue in varying degrees. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and may not be recognized until after being launched against a target, and in some cases, are designed to not be detected and, in fact, may not be detected, for example, through the use of artificial intelligence. Because we make extensive use of third party suppliers and service providers, such as cloud services that support our operations, successful cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations. The funds in our accounts are held in banks or other financial institutions, and our deposits at these institutions would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues. In addition, if any of our tenants or other parties with whom we conduct business are unable to access funds pursuant to instruments or lending arrangements with a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected. In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential business combination, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations. In addition, any further deterioration in the macroeconomic economy or financial services industry could lead to losses or defaults by our tenants, which in turn, could have a material adverse effect on our current and/or projected business operations and results of operations and financial condition. For example, a tenant may fail to make payments when due, default under their agreements with us, or become insolvent or declare bankruptcy. In addition, a tenant could be adversely affected by any of the liquidity or other risks that are described above as factors that could result in material adverse impacts on us, including but not limited to delayed access or loss of access to uninsured deposits or loss of the ability to draw on existing credit facilities involving a troubled or failed financial institution. Any tenant bankruptcy or insolvency, or the failure of any tenant to make payments when due, could result in material losses to us and may have a material adverse impact on our business. Risks Related to Our Capital Structure Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all. In order to qualify and maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to federal and state corporate income tax to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction, including any net capital gains. Because of these distribution requirements, we are highly dependent on third-party sources to fund capital needs, including any necessary acquisition financing. We may not be able to obtain such financing on favorable terms or at all and any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on: • • • general market conditions; the market’s perception of our growth potential; our current debt levels; 17 • • • our current and expected future earnings; our cash flow and cash distributions; and the trading price of our common stock. In prior years, the capital markets have been subject to periodic disruptions. Our inability to obtain capital when needed could have a material adverse effect on our ability to expand our business, implement our growth plan and fund other cash requirements. If we cannot obtain capital from third-party sources on favorable terms or at all when desired, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT. To the extent that capital is not available to acquire properties, we may not be able to execute on our acquisition plan, profits may not be realized or their realization may be delayed, which could result in an earnings stream that is less predictable than some of our competitors and result in us not meeting our projected earnings and distributable cash flow levels in a particular reporting period. Failure to meet our projected earnings and distributable cash flow levels in a particular reporting period could have an adverse effect on our financial condition and on the market price of our stock. Some of our financing arrangements involve balloon payment obligations, which may adversely affect our financial condition and our ability to make distributions. Some of our financing arrangements require us to make a lump-sum or “balloon” payment at maturity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our ability to satisfy a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the property. At the time the balloon payment is due, we may or may not be able to refinance the existing financing on terms as favorable as the original loan or sell the property at a price sufficient to satisfy the balloon payment. Such a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. Our debt level reduces cash available for distribution and may expose us to the risk of default under our debt obligations. Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • we may be unable to borrow additional funds as needed or on favorable terms; • we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; • we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; • we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations and, in some cases commence foreclosure proceedings on one or more of our properties; and • our default under any loan with cross default provisions could result in a default on other indebtedness. Any loan defaults or property foreclosures may impact our ability to access capital in the future on favorable terms or at all, as well as our relationships with and/or perception among lenders, investors, tenants, brokers, analysts, vendors, employees and other parties. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors That May Influence Future Results of Operations.” Mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt. Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders, and ultimately our loss of our interest in the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. 18 Failure to hedge effectively against interest rate changes may adversely affect us. Subject to the rules related to maintaining our qualification as a REIT, we may enter into hedging transactions to protect us from the effects of interest rate fluctuations on floating rate debt. As of December 31, 2023, we have interest rate swaps with a combined notional value of $760.0 million in place for the purpose of mitigating our exposure to fluctuations in short-term interest rates. For additional details related to our interest rate swap activity, see Note 8 to our consolidated financial statements included in Item 15 of this Report on Form 10-K. Our future hedging transactions may include entering into additional interest rate cap agreements or interest rate swap agreements. These agreements involve risks, such as the risk that such arrangements would not be effective in reducing our exposure to interest rate changes or that a court or regulatory agency could find that such an agreement is not legally enforceable or fails to satisfy other legal requirements. In addition, interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates. Hedging could reduce the overall returns on our investments. In addition, while such agreements would be intended to lessen the impact of rising interest rates on us, they could also expose us to the risk that the other parties to the agreements would not perform, we could incur significant costs associated with the settlement of the agreements or that the underlying transactions could fail to qualify as highly effective cash flow hedges under Financial Accounting Standards Board, or FASB, Accounting Standards Codification (“ASC”), Topic 815: Derivatives and Hedging. Further, our derivatives counterparties may be subject to new capital, margin and business conduct requirements imposed as a result of the legislation, which may increase our transaction costs or make it more difficult for us to enter into additional hedging transactions on favorable terms. Our inability to enter into future hedging transactions on favorable terms, or at all, could increase our operating expenses and put us at increased exposure to interest rate risks. Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain, various covenants, including business activity restrictions, and the failure to comply with those covenants could materially adversely affect us. Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain, certain covenants, which, among other things, restrict our activities, including, as applicable, our ability to sell the underlying property without the consent of the holder of such indebtedness, to repay or defease such indebtedness, to incur additional indebtedness, to make certain investments or capital expenditures or to engage in mergers or consolidations that result in a change in control of our company. We are also subject to financial and operating covenants including, as applicable, requirements to maintain certain financial coverage ratios and restrictions on our ability to make distributions to stockholders. Failure to comply with any of these covenants would likely result in a default under the applicable indebtedness that would permit the acceleration of amounts due thereunder and under other indebtedness and foreclosure of properties, if any, serving as collateral therefor. The business activity limitations contained in the various covenants will restrict our ability to engage in some business activities that may otherwise be in our best interests. In addition, our unsecured credit facility, unsecured notes and secured term loan contain specific cross-default provisions with respect to specified other indebtedness, giving the lenders the right to declare a default if we are in default under other loans in some circumstances. We have allocated a portion, and may allocate the remaining net proceeds from the offering of our $400,000,000 aggregate principal amount of 2.150% Senior Notes due 2031 in ways investors may not agree and in ways that may not earn a profit. The remaining net proceeds from the offering of $400.0 million of 2.150% Senior Notes due 2031 (the “$400 Million Notes due 2031”) are expected to be allocated to one or more Eligible Green Projects (as defined below), which may include the repositioning or redevelopment of such projects. The net proceeds were initially used to repay our $225.0 million unsecured term loan facility due 2023, to fund the redemption of all shares of our Series A Preferred Stock, and various acquisition activities. We have since allocated a portion and intend to allocate the remaining net proceeds from the offering to Eligible Green Projects. There can be no assurance that the Eligible Green Projects to which we allocate the net proceeds from the $400 Million Notes due 2031 will meet investor criteria and expectations regarding environmental impact and sustainability performance. In particular, no assurance is given that any such Eligible Green Projects will satisfy, whether in whole or in part, any present or future investor expectations or requirements in regards to any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by their own bylaws or other governing rules or investment portfolio mandates (in particular with regard to any direct or indirect environmental, sustainability or social impact of the Eligible Green Projects). Adverse environmental or social impacts may occur during the design, construction and operation of the projects or the projects may become controversial or criticized by activist groups or other stakeholders. 19 “Eligible Green Projects” are defined as: • Green Buildings. Expenditures related to real estate projects that have received or are expected to receive third-party sustainable certifications or verification, such as Energy Star 75+, LEED Certified or higher, Net Zero certifications, or equivalent certification. Expenditures may include design, development, construction, materials, equipment and certification costs. • • Energy Efficiency. Expenditures related to design, construction, operation and maintenance of energy efficiency of buildings, building subsystems or land, which improve energy efficiency by at least 30%, including efficient LED lighting, HVAC, cool roofing, water conservation systems and energy management systems. Renewable Energy. Expenditures related to investments in renewable energy, including on-site or off-site renewable energy investments such as wind, solar and battery storage systems. Risks Related to Investments in Real Estate and Real Estate-Related Debt Our performance and value are subject to risks associated with real estate assets and the real estate industry. Our ability to pay expected dividends to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events include many of the risks set forth above under “—Risks Related to Our Business and Operations,” as well as the following: • • • • • • • • local oversupply in connection with increased vacancies or reduction in demand for industrial space; adverse changes in financial conditions of buyers, sellers and tenants of properties; vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options, and the need to periodically repair, renovate and re-lease space; increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes; civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, floods and wildfires, which may result in uninsured or underinsured losses; decreases in the market value of our properties; changing submarket demographics; and changing traffic patterns. In addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases. Illiquidity of real estate investments could significantly impede our ability to sell a property if and when we decide to do so or to respond to adverse changes in the performance of our properties and resulting in harm to our financial condition. The real estate investments made, and to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. Due to the uncertainty of market conditions which may affect the future disposition of our properties, we cannot assure you that we will be able to sell any properties identified for sale at favorable pricing and may not receive net income from the transaction. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, our ability to dispose of one or more properties within a specific time period is subject to certain limitations imposed by our Tax Matters Agreements (as defined below), as well as weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business (by imposing a 100% prohibited transaction tax on 20 REITs on profits derived from sales of properties held primarily for sale in the ordinary course of business), which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms. Declining real estate valuations and impairment charges could materially adversely affect us. We review the carrying value of our properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. We base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the property’s use and eventual disposition on an undiscounted basis. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property. Impairment losses have a direct impact on our operating results, because recording an impairment loss results in a negative adjustment to our publicly reported operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the assumptions used in our impairment analysis. Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market. In the past we have acquired properties located in markets that are new to us. For example, our predecessor business acquired properties in Arizona and Illinois as part of an acquisition of a portfolio of properties that included properties located in our target markets. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. In the past when we have acquired properties outside of our focus market, we have subsequently divested those properties, and at this time we expect to continue this practice. We may choose not to distribute the proceeds of any sales of real estate to our stockholders, which may reduce the amount of our cash distributions to stockholders. We may choose not to distribute any proceeds from the sale of real estate investments to our stockholders. Instead, we may elect to use such proceeds to: • • • acquire additional real estate investments; repay debt; create working capital reserves; or • make repairs, maintenance, tenant improvements or other capital improvements or expenditures on our other properties. Any decision to retain or invest the proceeds of any sales, rather than distribute such proceeds to our stockholders, may reduce the amount of cash distributions to equity holders. If any of our insurance carriers becomes insolvent, we could be adversely affected. We carry several different lines of insurance, placed with several large insurance carriers that we believe have good ratings at the time our policies are put into effect. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier, and any outstanding claims would be at significant risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. Replacing insurance coverage at unfavorable rates and the potential of uncollectible claims due to carrier insolvency would likely adversely affect us. Our property taxes could increase due to property tax rate changes or reassessment, which could adversely impact our cash flows. Even if we qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. All our properties located in California may be reassessed as a result of various factors including, without limitation, changes in California laws that contain certain limitations on annual increases of assessed 21 value of real property. In recent years, there have been calls for a so called “split roll” under which commercial and industrial property owners would no longer receive the benefits of California Proposition 13 caps to property tax increases. During the November 2020 election, there was a California ballot initiative to create such a “split roll” and remove the property tax increase caps for commercial and industrial real estate. This ballot initiative failed by a margin of less than four percent. However, there is a risk that future ballot initiatives will succeed. If the property taxes we pay increase, our cash flow would be adversely impacted to the extent that we are not reimbursed by tenants for those taxes. We face certain risks in connection with Section 1031 Exchanges. From time to time we dispose of properties in transactions that are intended to qualify for federal income tax deferral as a “like-kind exchange” under Section 1031 of the Code (a “1031 Exchange”). It is possible that a transaction intended to qualify as a 1031 Exchange could later be determined to have been taxable or that we may be unable to identify and complete the acquisition of a suitable replacement property to complete a 1031 Exchange. If this occurs, we could face adverse tax consequences. Additionally, it is possible that legislation could be enacted that could modify or repeal the laws with respect to 1031 Exchanges, which could impact our ability to dispose of properties on a tax deferred basis. We could incur significant costs related to government regulation and litigation over environmental matters. Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating to or from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could exceed the value of the property and in some cases our aggregate net asset value. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal, property, or natural resources damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures. We obtain Phase I, or Phase II as appropriate and permitted by the seller, or similar environmental site assessments conducted by independent environmental consultants on most of our properties at the time of their acquisition or in connection with subsequent financings, however, these assessments are limited in scope and are not updated in the ordinary course of business absent a specific need and therefore, may not reveal all environmental conditions affecting a property. This may expose us to liability related to unknown or unanticipated environmental matters. Unless required by applicable laws or regulations, we may not further investigate, remedy or ameliorate the liabilities disclosed in the existing Phase I’s or similar environmental site assessments, and this failure may expose us to liability in the future. While we maintain portfolio environmental and some site-specific insurance policies, they may be insufficient to cover any such environmental costs and liabilities. Some of our properties have been or may be impacted by contamination arising from current or prior known or unknown uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such material known or suspected to exist at a number of our properties which may result in further investigation, remediation, or deed restrictions. Further, certain of our properties are adjacent to or near other properties that have contained or currently contain petroleum or other hazardous substances, or at which others have engaged or may engage in activities that may release such hazardous substances. Adjacent property uses are identified in standard ASTM procedures in Phase I environmental studies, and if warranted based on adjacent property concerns a Phase II environmental study may be obtained. In addition to a blanket environmental insurance policy, as needed, we may obtain a standalone environmental insurance policy for certain properties with commercially reasonable terms that provide coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. However, these policies are subject to certain limits, deductibles and exclusions, and insurance may not fully compensate us for any environmental liability. From time to time, we may acquire properties with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. We usually perform a Phase I environmental site assessment at any property we are considering acquiring. Phase I environmental site assessments are limited in scope and do not involve sampling of soil, soil vapor, or groundwater, and these assessments may not include or identify all potential environmental liabilities or risks associated with the property. Even where subsurface investigation is performed, it can be very difficult to ascertain the full extent of environmental contamination or the costs that are likely to flow from such contamination. We cannot assure you that the Phase I environmental site assessment or other 22 environmental studies identified all potential environmental liabilities, or that we will not face significant remediation costs or other environmental contamination that makes it difficult to sell any affected properties. Also, we have not always implemented actions recommended by these assessments, and recommended investigation and remediation of known or suspected contamination has not always been performed. Contamination may exist at many of our properties, and governmental regulators or third parties could seek to force us to contribute to investigation or remediation of known or suspected contamination. As a result, we could potentially incur material liability for these issues. Environmental laws also govern the presence, maintenance and removal of asbestos-containing building materials, or ACBM, and may impose fines and penalties for failure to comply with these requirements. Such laws require that owners or operators of buildings containing ACBM (and employers in such buildings) properly manage and maintain the asbestos, adequately notify or train those who may come into contact with asbestos, and undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. In addition, the presence of ACBM in our properties may expose us to third-party liability (e.g., liability for personal injury associated with exposure to asbestos). In addition, the properties in our portfolio also are subject to various federal, state and local environmental, health and safety requirements, such as state and local fire requirements. Moreover, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental, health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us. In addition, changes in laws could increase the potential liability for noncompliance, including evolving regulatory evaluation and scrutiny of per- and polyfluoroalkyl substance known as PFAS. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations, or those of our tenants, which could in turn have an adverse effect on us. Further, these environmental, health and safety laws could become more stringent in the future, and this could subject us or our tenants to new or greater liability. We cannot assure you that remedial measures and other costs or liabilities incurred as a result of environmental issues will be immaterial to our overall financial position. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties. Our properties may contain lead based paint, contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold, lead based paint or other lead containing materials or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury is alleged to have occurred. We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties. Our properties are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances and zoning restrictions, may restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations to any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses and zoning relief. In addition, federal and state laws and regulations, including laws such as the Americans with Disabilities Act and parallel California Statutes, or ADA, and the Fair Housing Amendment Act of 1988, or FHAA, impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or the FHAA. If 23 one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance, including the removal of access barriers, and we might incur governmental fines or the award of damages to private litigants. In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures. Furthermore, while leases with our tenants generally include provisions to obligate the tenants to comply with all laws and operate within a defined use, there is no guaranty that the tenants will comply with the terms of their leases. We may incur costs to bring a property into legal compliance even though the tenant may have been contractually required to comply and pay for the cost of compliance. Our tenants may disregard the use restrictions contained in the leases and conduct operations not contemplated by the lease, such as prohibited uses related to cannabis or highly hazardous uses, for example, despite our efforts to prohibit certain uses. Under California energy efficiency standards, enacted and periodically amended, including, without limitation, Title 24 or The Energy Efficiency Standards for Residential and Nonresidential Buildings, building owners may incur increased costs to renovate properties in order to meet changing energy efficiency standards and make energy usage disclosures. If we are required to make unanticipated expenditures or substantial modifications to our properties, our financial condition, cash flows, results of operations, the market price of our shares of common stock and preferred stock and our ability to make distributions to our stockholders could be adversely affected. We may incur additional costs collecting and reporting energy usage data from our tenants and properties in order to comply with such energy efficiency standards. The commercial loan that we originated is subject to the risk of delinquency and foreclosure, which could result in a significant loss to us and a material adverse effect on our results of operations. Our commercial mortgage loan, which is secured by an industrial development site, is subject to risks of delinquency and foreclosure. A number of factors impact a borrower’s ability to repay the loan including, among other things, the operating income of the borrower, the availability of credit to refinance the loan, and changes in real estate values. In the event of any default and foreclosure, we bear a risk of loss if the value of the collateral is less than the outstanding loan balance and unpaid interest, as well as the cost to enforce our rights under such loan. This could result in a significantly lower return on investment and a material adverse effect on our cash flows and results of operations. Foreclosure of a secured commercial loan can be an expensive and lengthy process. In addition, in the event of foreclosure and subsequent ownership of the property, we could become subject to liabilities associated with such property, including liabilities related to taxes and environmental matters. An allowance for credit losses is required to be established through a provision for loan losses charged to expense, that represents our best estimate of expected losses on the commercial loan. The determination of the appropriate level of the allowance for credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks, forecast economic conditions and future trends, all of which may undergo material changes in the future. Changes in economic conditions affecting the borrower, new information regarding the existing loan and other factors, both within and outside our control, may require an increase in the allowance for credit losses. The potential increase in the allowance for credit losses would result in a decrease in net income and may have a material adverse effect on our financial condition and results of operations. Risks Related to Our Organizational Structure Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of common units, which may impede business decisions that could benefit our stockholders. Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our Operating Partnership or any partner thereof, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, we, as the general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its limited partners under Maryland law and the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership. Our fiduciary duties and obligations as the general partner of our Operating Partnership may come into conflict with the duties of our directors and officers to our company. Under Maryland law, a general partner of a Maryland limited partnership has fiduciary duties of loyalty and care to the partnership and its partners and must discharge its duties and exercise its rights as general partner under the partnership agreement or Maryland law consistent with the obligation of good faith and fair dealing. The partnership agreement provides that, in the event of a conflict between the interests of our Operating Partnership or any partner, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our Operating Partnership, may 24 give priority to the separate interests of our company or our stockholders (including with respect to tax consequences to limited partners, assignees or our stockholders), and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners of our Operating Partnership under its partnership agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the general partner of our Operating Partnership, owe to our Operating Partnership and its partners or violate the obligation of good faith and fair dealing. Additionally, the partnership agreement provides that we generally will not be liable to our Operating Partnership or any partner for any action or omission taken in our capacity as general partner, for the debts or liabilities of our Operating Partnership or for the obligations of the Operating Partnership under the partnership agreement, except for liability for our fraud, willful misconduct or gross negligence, pursuant to any express indemnity we may give to our Operating Partnership or in connection with a redemption. Our Operating Partnership must indemnify us, our directors and officers, officers of our Operating Partnership and our designees from and against any and all claims that relate to the operations of our Operating Partnership, unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the person actually received an improper personal benefit in violation or breach of the partnership agreement or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our Operating Partnership must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our Operating Partnership is not required to indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action. No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the partnership agreement of our Operating Partnership that modify and reduce our fiduciary duties or obligations as the general partner or reduce or eliminate our liability to our Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties and obligations that would be in effect were it not for the partnership agreement. Some of our directors and executive officers have outside business interests, including interests in real estate-related businesses, and, therefore, may have conflicts of interest with us. Certain of our executive officers and directors have outside business interests, including interests in real estate-related businesses, and may own equity securities of public and private real estate companies. Our executive officers’ and directors’ interests in these entities could create a conflict of interest, especially when making determinations regarding our renewal of leases with tenants subject to these leases. Our executive officers’ involvement in other businesses and real estate-related activities could divert their attention from our day-to-day operations, and state law may limit our ability to enforce any non-compete agreements. We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval. Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the terms of such newly classified or reclassified shares. As a result, we may issue classes or series of common stock or preferred stock with preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our board of directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. Certain provisions of the Maryland General Corporation Law (“MGCL”), may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the 25 holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including: • • “Business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price or supermajority stockholder voting requirements on these combinations; and “Control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. As permitted by the MGCL, our bylaws provide that we will not be subject to the control share provisions of the MGCL and our board of directors has, by resolution, exempted us from the business combination between us and any other person. However, we cannot assure you that our board of directors will not revise the bylaws or such resolution in order to be subject to such business combination and control share provisions in the future. Notwithstanding the foregoing, an alteration or repeal of the board resolution exempting such business combinations will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal. Certain provisions of the MGCL permit the board of directors of a Maryland corporation with at least three independent directors and a class of stock registered under the Exchange Act without stockholder approval and regardless of what is currently provided in its charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for our company or of delaying, deferring or preventing a change in control under circumstances that otherwise could provide the holders of shares of our stock with the opportunity to realize a premium over the then current market price. Our charter contains a provision whereby it elects to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on the board of directors. Certain provisions in the partnership agreement of our Operating Partnership may delay or prevent unsolicited acquisition of us. Provisions of the partnership agreement of our Operating Partnership may delay or make more difficult unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders or limited partners might consider such proposals, if made, desirable. These provisions include, among others: • • • • • redemption rights of qualifying parties; a requirement that we may not be removed as the general partner of our Operating Partnership without our consent; transfer restrictions on common units; our ability, as general partner, in some cases, to amend the partnership agreement and to cause our Operating Partnership to issue additional partnership interests with terms that could delay, defer or prevent a merger or other change of control of us or our Operating Partnership without the consent of our stockholders or the limited partners; and the right of the limited partners to consent to certain transfers of our general partnership interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise). Our charter and bylaws, the partnership agreement of our Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. 26 Tax Matters Agreements limit our ability to sell or otherwise dispose of certain properties, even though a sale or disposition may otherwise be in our stockholders’ best interest. In connection with certain tax-deferred property contribution transactions in exchange for partnership interests in our Operating Partnership and also in connection with our formation transactions, we entered into tax matters agreements (the “Tax Matters Agreements”) with certain limited partners of our Operating Partnership, that provide that if we dispose of any interest with respect to certain properties in our portfolio in a taxable transaction during a certain period after the applicable transaction, our Operating Partnership will indemnify such limited partners for their tax liabilities attributable to their share of the built-in gain that existed with respect to such property interest as of the time of the applicable transaction and tax liabilities incurred as a result of the indemnification payment. These Tax Matters Agreements generally provide that, subject to certain exceptions and limitations, the indemnification rights under the agreement will terminate for any such protected partner that sells, exchanges or otherwise disposes of more than 50% of his or her common units or other applicable units. We have no present intention to sell or otherwise dispose of these properties or interest therein in taxable transactions during the restriction period. If we were to trigger the tax protection provisions under any such agreement, our Operating Partnership would be required to pay damages in the amount of the taxes owed by these limited partners (plus, in some cases, additional damages in the amount of the taxes incurred as a result of such payment). As a result, although it may otherwise be in our stockholders’ best interest that we sell one of these properties, it may be economically prohibitive for us to do so because of these obligations. Tax Matters Agreements may require our Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business. Certain Tax Matters Agreements provide that, during a certain period after the applicable transaction (in the case of the IPO, the period beginning from the date of the completion of our IPO (July 24, 2013) through the period ending on the twelfth anniversary of our IPO (July 24, 2025)), our Operating Partnership will offer certain limited partners the opportunity to guarantee its debt, and following such period, our Operating Partnership will use commercially reasonable efforts to provide such limited partners who continue to own at least 50% of the common units or other applicable units they originally received in the applicable transactions with debt guarantee opportunities. Our Operating Partnership will be required to indemnify such limited partners for their tax liabilities resulting from our failure to make such opportunities available to them (plus, in some cases, an additional amount equal to the taxes incurred as a result of such indemnity payment). Among other things, this opportunity to guarantee debt is intended to allow the participating limited partners to defer the recognition of gain in connection with the applicable transactions. These obligations may require us to maintain more or different indebtedness than we would otherwise require for our business. Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations. Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Our rights and the rights of our stockholders to take action against our directors and officers are limited. As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from: • • actual receipt of an improper benefit or profit in money, property or services; or active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action adjudicated. In addition, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law in effect from time to time. Generally, Maryland law permits a Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had reasonable cause to believe that his or her actions were unlawful. Under Maryland law, a Maryland corporation also may not 27 indemnify a director or officer in a suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, our stockholders’ ability to recover damages from such director or officer will be limited. We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries. We are a holding company and conduct substantially all of our operations through our Operating Partnership. We do not have, apart from an interest in our Operating Partnership, any independent operations. As a result, we rely on distributions from our Operating Partnership to continue to pay any dividends we might declare on shares of our common stock. We also rely on distributions from our Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership. In addition, because we are a holding company, stockholder claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and our Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full. Our Operating Partnership may issue additional common units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and would have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders. As of December 31, 2023, we owned 96.5% of the outstanding common units in our Operating Partnership and we may, in connection with future acquisitions of properties or otherwise, cause our Operating Partnership to issue additional common units to third parties. In addition, in connection with our issuances of preferred stock, our Operating Partnership has issued to us preferred units and may issue additional preferred units to us in the future. Furthermore, the Operating Partnership has issued and in the future may issue additional common units and/or preferred units to third parties in connection with acquisitions or otherwise. Existing preferred units have and any future preferred units may have preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with the common units and are structurally senior to our common stock. Such issuances would reduce our ownership percentage in our Operating Partnership and affect the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders. Risks Related to Our Status as a REIT Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock. We have elected to be taxed as a REIT for federal income tax purposes commencing with our initial taxable year ended December 31, 2013. We intend to continue to meet the requirements for taxation as a REIT. We have not requested and do not plan to request a ruling from the Internal Revenue Service (“IRS”) that we qualify as a REIT, and the statements in this Form 10-K are not binding on the IRS or any court. Therefore, we cannot guarantee that we will qualify as a REIT, or that we will remain qualified as such in the future. If we were to fail to qualify as a REIT in any taxable year, we will face serious tax consequences that would substantially reduce the funds available for distribution to you for each of the years involved because: • we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular federal corporate income tax; • we also could be subject to the federal alternative minimum tax for tax years prior to 2018 and possibly increased state and local taxes; and • unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified. Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders. In addition, if we fail to qualify as a REIT, we will not be required to make 28 distributions to our stockholders. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital and could materially and adversely affect the value of our common stock. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code, or the Treasury Regulations, is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and requirements regarding the sources of our gross income. Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments. We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to federal income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions. Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property in a prohibited transaction as described below. In addition, our taxable REIT subsidiary may be subject to tax as a regular corporation in the jurisdictions it operates. If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences. We believe that our Operating Partnership will be treated as a partnership for federal income tax purposes. As a partnership, our Operating Partnership will not be subject to federal income tax on its income. Instead, each of its partners, including us, will be allocated, and may be required to pay tax with respect to, its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS will not challenge the status of our Operating Partnership or any other subsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us. Our taxable REIT subsidiaries will be subject to federal income tax, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiaries are not conducted on arm’s length terms. We own an interest in one or more taxable REIT subsidiaries, and may acquire securities in additional taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s length basis. Not more than 20% of the value of our total assets may be represented by securities of taxable REIT subsidiaries. We anticipate that the aggregate value of the stock and other securities of any taxable REIT subsidiaries that we own will be less than 20% of the value of our total assets, and we will monitor the value of these investments to ensure compliance with applicable asset test limitations. 29 To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions. To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the dividends paid deduction and excluding net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT taxable income (determined without regard to the deduction for dividends paid) each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Accordingly, we may not be able to retain sufficient cash flow from operations to meet our debt service requirements and repay our debt. Therefore, we may need to raise additional capital for these purposes, and we cannot assure you that a sufficient amount of capital will be available to us on favorable terms, or at all, when needed. Further, in order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the per share trading price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for these reduced rates. Under current law, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs. The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes. A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination (unless a sale or disposition qualifies under certain statutory safe harbors), and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors. Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments. To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could have an adverse effect on our business results, profitability and ability to execute our business plan. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions. 30 Legislative or other actions affecting REITs could have a negative effect on us. The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy. We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common: methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Key elements of our cybersecurity risk management program include: • • • • • • risk assessments designed to help identify significant cybersecurity risks to our critical systems, and information; a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; cybersecurity awareness training of our employees and senior management; and a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and a third-party risk management process for certain critical service providers, suppliers and vendors based on our assessment of their criticality to our business and risk profile. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our IT networks and related systems.” Cybersecurity Governance. Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (Committee) oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding significant cybersecurity incidents. The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program. Board members receive presentations on 31 cybersecurity topics from our director of cybersecurity and technology operations, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies. Our management team, including, among others, our Chief Financial Officer, General Counsel and Vice President of Risk Management, has overall responsibility for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. The management team works closely with our director of cybersecurity and technology operations who has over eight years of experience in IT security, industry certifications, specialized training, and over fifteen years of experience in commercial real estate technology. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. 32 Item 2. Properties As of December 31, 2023, our consolidated portfolio consisted of 373 wholly-owned properties located in Southern California infill markets totaling approximately 45.9 million rentable square feet. The table below sets forth relevant information with respect to the operating properties in our consolidated portfolio as of December 31, 2023. Property Address City Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Los Angeles – Greater San Fernando Valley Percentage of Total Annualized Base Rent (4) Total Annualized Base Rent per Square Foot (5) 1977 31,037 0.1 % 10635 Vanowen St. Burbank 2980 & 2990 N San Fernando Road 901 W. Alameda Ave. Burbank Burbank 9120 Mason Ave. 21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne Street 9171 Oso Avenue 9200 Mason Avenue 9230 Mason Avenue 9250 Mason Avenue 21415-21605 Plummer Street 19900 Plummer (6) Street 900-920 Allen Avenue 3550 Tyburn St., 3332, 3334, 3360, 3368, 3370, 3378, 3380, 3410, 3424 N. San Fernando Rd. Chatsworth Chatsworth Chatsworth Chatsworth Chatsworth Chatsworth Chatsworth Chatsworth Glendale Los Angeles 3116 W. Avenue 32 Los Angeles 7900 Nelson Rd. 3340 San Fernando Road 2800 Casitas Avenue 12154 Montague Street 14200-14220 Arminta Street 7815 Van Nuys Blvd 14350 Arminta Street Los Angeles Los Angeles Los Angeles Pacoima Panorama Panorama City Panorama City 121-125 N. Vinedo Ave. Pasadena 1050 Arroyo Ave. San Fernando Warehouse / Light Manufacturing 1942 - 1995 68,630 Warehouse / Light Manufacturing Warehouse / Light Manufacturing Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Light Manufacturing Light Industrial / Office 1 2 1 1 7 1 1 1 1 2 — Redevelopment 2 8 1 1 Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Excess Land — Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Excess Land Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing 1 1 1 1 1 1 1 0.3 % 0.1 % 0.7 % 0.3 % 0.1 % 0.2 % 0.1 % 0.1 % 0.5 % — % 0.1 % 1.0 % 0.2 % 0.4 % — % 0.3 % 0.3 % 0.4 % 0.1 % — % 0.1 % 0.2 % 1950 / 2004 130,800 1969 / 2009 44,924 1967 / 1999 319,348 1979 / 1980 153,236 1980 1968 1974 1977 1986 1983 65,560 80,410 54,000 56,292 231,769 — 1966, 1992, 1993, 1994 474,475 1974 100,500 1998 / 2015 202,905 n/a — 1999 / 2023 116,158 1974 2006 1960 2006 123,974 200,003 43,101 18,147 1953 / 1993 48,381 1969 / 2012 76,993 33 4 1 2 2 8 1 1 1 1 3 — 2 26 1 3 — 1 2 1 4 1 1 2 100.0 % $ 608,230 0.1 % $ 19.60 100.0 % $ 1,470,110 80.4 % $ 1,424,299 100.0 % $ 3,133,140 73.0 % $ 1,721,168 100.0 % $ 729,289 100.0 % $ 839,480 100.0 % $ 447,120 100.0 % $ 457,646 0.2 % $ 0.2 % $ 0.5 % $ 0.3 % $ 0.1 % $ 0.1 % $ 0.1 % $ 0.1 % $ 11.24 39.42 9.81 15.38 11.12 10.44 8.28 8.13 82.5 % $ 5,045,224 0.8 % $ 26.39 — % $ — — % $ — 100.0 % $ 1,153,369 0.2 % $ 16.81 100.0 % $ 7,978,792 1.2 % $ 16.82 100.0 % $ 1,152,022 100.0 % $ 2,244,077 — % $ — 100.0 % $ 2,857,487 100.0 % $ 1,706,845 100.0 % $ 2,762,328 88.4 % $ 704,158 100.0 % $ 321,126 100.0 % $ 705,714 100.0 % $ 778,338 0.2 % $ 0.3 % $ — % $ 0.4 % $ 0.3 % $ 0.4 % $ 0.1 % $ — % $ 0.1 % $ 0.1 % $ 11.46 11.06 — 24.60 13.77 13.81 18.48 17.70 14.59 10.11 Property Address City Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar 605 8th Street San Fernando 525 Park Avenue 1145 Arroyo Avenue 1150 Aviation Place 1175 Aviation Place 1245 Aviation Place 635 8th Street 24935 & 24955 Avenue Kearny 25413 Rye Canyon Road 24903 Avenue Kearny 27712 & 27756 Avenue Mentry 12838 Saticoy Street 9750-9770 San Fernando Road 11076-11078 Fleetwood Street 11308-11350 Penrose Street 15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave. 12772 San Fernando Road (6) 13943-13955 Balboa Blvd 18310-18330 Oxnard St. 28340 - 28400 Avenue Crocker 28901-28903 Avenue Paine 29003 Avenue Sherman 28454 Livingston Avenue 28510 Industry Drive 29010 Avenue Paine 29010 Commerce Center Drive 29120 Commerce Center Drive 29125 Avenue Paine San Fernando San Fernando San Fernando San Fernando San Fernando San Fernando Santa Clarita Santa Clarita Santa Clarita Santa Clarita North Hollywood Sun Valley Sun Valley Sun Valley Sylmar Sylmar Sylmar Tarzana Valencia Valencia Valencia Valencia Valencia Valencia Valencia Valencia Valencia 15041 Calvert St. 6701 & 6711 Odessa Ave. Van Nuys Van Nuys Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Excess Land Industrial Outdoor Storage Warehouse / Light Manufacturing Warehouse / Distribution 1991 / 2015, 2020 2003 1989 1989 1989 1989 1989 1988 1981 1988 1988 1954 1952 1974 1974 Warehouse / Distribution 1969, 2008 / 2016 1 1 1 1 1 1 1 2 1 1 2 1 1 1 1 2 55,715 63,403 147,019 147,000 92,455 132,936 72,250 138,980 48,158 214,436 220,752 100,390 35,624 25,878 151,011 134,030 — Redevelopment Warehouse / Distribution 1 1964 / 2013 — 2000 208,749 Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Distribution Light Industrial / Office Light Industrial / Office Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing 2 1 1 1 1 1 1 1 1 1 1 2 1973 1987 / 2006 / 2015 1999 / 2018, 2022 75,938 90,722 223,195 2000 / 2019 68,123 2007 2017 2000 2002 2002 2006 1971 1970-1972 / 2012 134,287 46,778 100,157 117,151 135,258 175,897 81,282 29,882 34 0.1 % 0.1 % 0.3 % 0.3 % 0.2 % 0.3 % 0.2 % 0.3 % 0.1 % 0.5 % 0.5 % 0.2 % 0.1 % 0.1 % 0.3 % 0.3 % — % 0.5 % 0.2 % 0.2 % 0.5 % 0.1 % 0.3 % 0.1 % 0.2 % 0.3 % 0.3 % 0.4 % 0.2 % 0.1 % 1 2 2 1 1 1 2 2 2 1 2 1 1 1 3 8 — 3 23 2 2 1 1 1 1 1 1 1 1 2 100.0 % $ 709,296 100.0 % $ 1,130,623 100.0 % $ 2,123,481 100.0 % $ 1,460,576 100.0 % $ 961,504 100.0 % $ 2,871,418 100.0 % $ 1,170,122 100.0 % $ 1,872,606 100.0 % $ 604,992 100.0 % $ 2,129,355 100.0 % $ 2,181,380 100.0 % $ 1,278,045 100.0 % $ 585,559 100.0 % $ 559,650 52.6 % $ 1,005,628 92.6 % $ 1,715,687 — % $ — 100.0 % $ 4,004,656 98.5 % $ 1,520,348 100.0 % $ 829,186 100.0 % $ 2,315,370 100.0 % $ 634,227 100.0 % $ 2,739,455 100.0 % $ 466,174 100.0 % $ 1,017,116 100.0 % $ 1,222,969 100.0 % $ 1,404,615 79.5 % $ 1,777,938 100.0 % $ 879,567 100.0 % $ 571,283 0.1 % $ 0.2 % $ 0.3 % $ 0.2 % $ 0.1 % $ 0.4 % $ 0.2 % $ 0.3 % $ 0.1 % $ 0.3 % $ 0.3 % $ 0.2 % $ 0.1 % $ 0.1 % $ 0.2 % $ 0.3 % $ — % $ 0.6 % $ 0.2 % $ 0.1 % $ 0.4 % $ 0.1 % $ 0.4 % $ 0.1 % $ 0.2 % $ 0.2 % $ 0.2 % $ 0.3 % $ 0.1 % $ 0.1 % $ Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Distribution Industrial Outdoor Storage 1961 - 2007 463,661 1988 1962 - 1964 / 2023 1987 1960 71,467 52,934 14,299 7,327 1.0 % 0.2 % 0.1 % — % — % 27 92.1 % $ 9,194,622 3 1 1 1 100.0 % $ 1,028,880 27.8 % $ 286,118 100.0 % $ 270,467 100.0 % $ 621,000 1.4 % $ 0.2 % $ — % $ — % $ 0.1 % $ 6,517,787 14.2 % 172 95.6 % $ 91,383,875 13.9 % $ Property Address Van Nuys Airport Industrial Center 15385 Oxnard Street 8210-8240 Haskell (6) Avenue 14243 Bessemer Street 7817 Haskell Avenue City Van Nuys Van Nuys Van Nuys Van Nuys Van Nuys Los Angeles – Greater San Fernando Valley Total Los Angeles – San Gabriel Valley 415-435 Motor Avenue Azusa 720-750 Vernon Avenue 425 S. Hacienda Blvd. 14955-14971 E Salt Lake Ave 15241 - 15277, 15317 - 15339 Don Julian Rd. 14421-14441 Bonelli Street 16425 Gale Avenue 14748-14750 Nelson Avenue 13890 Nelson Avenue 218 Turnbull Canyon 15010 Don Julian Road (6) 334 El Encanto Road 17031-17037 Green Drive 14940 Proctor Road 1020 Bixby Drive 15650 Don Julian Road 15700 Don Julian Road 17000 Gale Avenue 20851 Currier Road Azusa City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry City of Industry 10750-10826 Lower Azusa Road El Monte 15715 Arrow Highway Irwindale 15705, 15709 Arrow Highway & 5220 Fourth St. 16321 Arrow Hwy. 4832-4850 Azusa Canyon Road Irwindale Irwindale Irwindale 18 6 3 1 1 100 1 3 1 1 2 2 1 2 1 1 Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution — Redevelopment Warehouse / Light Manufacturing Warehouse / Distribution Light Manufacturing / Flex Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Light Manufacturing / Flex Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution 1 1 1 1 1 1 1 1 4 1 3 3 1 0.2 % 0.2 % 0.1 % 0.3 % 0.5 % 0.3 % 0.7 % 0.4 % 0.6 % 0.4 % — % 0.1 % 0.1 % 0.3 % 0.1 % 0.1 % 0.1 % 0.1 % 0.1 % 0.2 % 0.2 % 0.2 % 0.1 % 0.2 % 1 1 1 5 13 1 2 11 1 1 — 1 2 1 1 1 1 1 — 17 1 37 1 1 100.0 % $ 2,282,776 100.0 % $ 915,201 100.0 % $ 491,808 100.0 % $ 1,665,212 100.0 % $ 5,031,858 100.0 % $ 1,731,532 100.0 % $ 2,532,245 79.2 % $ 3,702,116 100.0 % $ 2,224,120 100.0 % $ 1,264,307 — % $ — 100.0 % $ 1,052,340 100.0 % $ 634,092 100.0 % $ 1,977,600 100.0 % $ 987,854 100.0 % $ 644,663 100.0 % $ 529,972 100.0 % $ 379,450 — % $ — 94.9 % $ 1,288,228 100.0 % $ 1,991,808 96.9 % $ 1,206,820 100.0 % $ 721,159 52.7 % $ 586,610 0.3 % $ 0.1 % $ 0.1 % $ 0.3 % $ 0.8 % $ 0.3 % $ 0.4 % $ 0.6 % $ 0.3 % $ 0.2 % $ — % $ 0.2 % $ 0.1 % $ 0.3 % $ 0.1 % $ 0.1 % $ 0.1 % $ 0.1 % $ — % $ 0.2 % $ 0.3 % $ 0.2 % $ 0.1 % $ 0.1 % $ 1956 / 2022 94,321 1950 1997 1979 1965, 2005 / 2003 1971 1976 71,692 51,823 126,036 241,248 148,740 325,800 1969 / 2018 201,990 1982 1999 1963 1960 1968 1962 1977 2003 2001 2008 256,993 190,900 — 64,368 51,000 111,927 56,915 43,392 40,453 29,888 1999 / 2023 59,412 1975 1989 79,050 76,000 1987 69,592 1955 / 2001 64,296 2016 87,421 35 City Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar Property Address 4416 Azusa Canyon Road (6) 2391-2393 Bateman Avenue 14005 Live Oak Avenue 4500 Azusa Canyon Road 2395-2399 Bateman Avenue 15801 West 1st Street 14250-14278 Valley Blvd. 1400 South Shamrock 280 West Bonita Avenue 2743 Thompson Creek Road 3880 West Valley Blvd. 1601 Mission Blvd Irwindale Irwindale Irwindale Irwindale Irwindale Irwindale La Puente Monrovia Pomona Pomona Pomona Pomona South El Monte 11234 Rush Street Los Angeles – San Gabriel Valley Total Los Angeles – Central 6020 Sheila St. Commerce 5300 Sheila Street Commerce 6100 Sheila Street Commerce 6277-6289 Slauson Avenue Commerce 6687 Flotilla Street 2553 Garfield Avenue 6655 East 26th Street 6027 Eastern Avenue (6) 6996-7044 Bandini Blvd 6000-6052 & 6027-6029 Bandini Blvd 6700 S Alameda St. 679-691 S Anderson St. 1825-1845 S Soto Street 1515 15th Street 2750 Alameda Street Commerce Commerce Commerce Commerce Commerce Commerce Huntington Park Los Angeles Los Angeles Los Angeles Los Angeles — Redevelopment Warehouse / Light Manufacturing Light Industrial / Office Warehouse / Excess Land Light Industrial / Office Light Manufacturing / Flex Warehouse / Light Manufacturing Light Manufacturing / Flex Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Excess Land Cold Storage / Distribution Warehouse / Distribution Cold Storage / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing 1 1 1 3 1 8 1 1 1 1 1 1 56 1 1 1 3 1 1 1 — Redevelopment Warehouse / Light Manufacturing Warehouse / Distribution Cold Storage / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing 2 2 1 1 2 1 2 1956 2005 1992 1950 2002 — 65,605 56,510 77,266 134,942 1977 / 1980 993,142 1974 / 2007 1957, 1962 / 2004 1983 1983 100,346 67,838 119,898 245,961 1980 / 2017 108,550 1952 1960 751,528 6,370 — % 0.1 % 0.1 % 0.2 % 0.3 % 2.2 % 0.2 % 0.2 % 0.3 % 0.5 % 0.2 % 1.6 % — % 5,271,213 11.5 % 0.1 % 1.5 % 0.2 % 0.7 % 0.3 % 0.1 % 0.1 % — % 0.2 % 0.4 % 0.2 % 0.1 % 0.1 % 0.5 % 0.4 % 2000 1975 1960 70,877 695,120 80,091 1962 - 1977 315,719 1956 1954 1965 1946 1968 120,000 25,615 47,500 — 112,944 2016 182,782 1990 / 2008 78,280 1992 / 2017 47,490 1993 1977 25,040 246,588 1961 - 1980 164,026 36 — — % $ — 1 1 1 3 1 100.0 % $ 948,727 100.0 % $ 847,650 100.0 % $ 2,178,000 100.0 % $ 2,587,080 100.0 % $ 6,837,300 26 94.3 % $ 1,598,387 1 1 1 1 2 — 141 1 1 7 3 1 1 1 100.0 % $ 1,587,409 100.0 % $ 1,123,200 100.0 % $ 1,824,047 100.0 % $ 2,099,791 100.0 % $ 4,423,726 — % $ — 96.9 % $ 59,897,088 100.0 % $ 1,239,031 100.0 % $ 5,685,820 100.0 % $ 1,900,758 100.0 % $ 2,535,202 100.0 % $ 1,344,372 100.0 % $ 129,600 100.0 % $ 393,300 — — % $ — 2 3 1 2 1 1 5 100.0 % $ 2,308,589 100.0 % $ 2,312,497 100.0 % $ 1,368,446 50.0 % $ 470,663 100.0 % $ 380,877 100.0 % $ 2,701,221 100.0 % $ 1,835,989 — % $ 0.1 % $ 0.1 % $ 0.3 % $ 0.4 % $ 1.0 % $ 0.2 % $ 0.2 % $ 0.2 % $ 0.3 % $ 0.3 % $ 0.7 % $ — % $ 9.1 % $ 0.2 % $ 0.9 % $ 0.3 % $ 0.4 % $ 0.2 % $ — % $ 0.1 % $ — % $ 0.3 % $ 0.4 % $ 0.2 % $ 0.1 % $ 0.1 % $ 0.4 % $ 0.3 % $ Property Address East 27th Street 2425-2535 East 12th Street 1501-1545 Rio Vista Avenue 8542 Slauson Avenue 8315 Hanan Way 1938-1946 E. 46th St. 2970 East 50th Street City Los Angeles Los Angeles Los Angeles Pico Rivera Pico Rivera Vernon Vernon Los Angeles – Central Total Los Angeles –- Mid-Counties 6635 Caballero Blvd Buena Park 16221 Arthur St. 16010 Shoemaker Avenue 16121 Carmenita Road 14100 Vine Place 9220-9268 Hall Rd. 12200 Bellflower Blvd 9607-9623 Imperial Highway 14820-14830 Carmenita Road 9615 Norwalk (6) Blvd. 9641 - 9657 Santa Fe Springs Rd. 10701-10719 Norwalk Blvd. 10950 Norwalk Blvd & 12241 Lakeland Rd. 12247 Lakeland Rd. 12907 Imperial Highway 14944, 14946, 14948 Shoemaker Ave. 10747 Norwalk Blvd 11600 Los Nietos Road 12133 Greenstone Avenue 12211 Greenstone Avenue 9920-10020 Pioneer Blvd (6) 12118 Bloomfield (6) Avenue Cerritos Cerritos Cerritos Cerritos Downey Downey Downey Norwalk Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Number of Buildings Asset Type 4 Light Industrial Year Built / (1) Renovated 1961 - 2004 Rentable Square Feet 300,389 Warehouse / Light Manufacturing Warehouse / Distribution Industrial Outdoor Storage Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Distribution Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Excess Land Industrial Outdoor Storage Warehouse / Distribution 4 2 1 1 3 1 36 1 1 1 1 1 1 1 1 3 — Redevelopment Warehouse / Distribution 4 Warehouse / Distribution Warehouse / Excess Land Warehouse / Excess Land Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution 2 1 1 1 3 1 1 1988 2003 1964 1976 1961, 1983 / 2008-2010 257,536 54,777 24,679 100,692 190,663 1949 48,876 3,189,684 2003 92,395 1979 / 2021 61,372 1985 1969/1983, 2020 115,600 105,477 1979 / 2022 122,514 2008 1955 1974 176,405 54,161 7,466 1970, 2000 198,845 1975 — 1982 / 2009 107,891 2004 58,056 1982 18,995 1971 / 2016 24,875 1997 101,080 1978 / 2012 85,963 1999 52,691 1976 / 2022 106,251 Industrial Outdoor Storage Industrial Outdoor Storage — — 1967 / 2023 N/A — Redevelopment 1973 - 1978 — Redevelopment 1955 — — — — 37 Percentage of Rentable Square Feet (2) 0.6 % 0.6 % 0.1 % 0.1 % 0.2 % 0.4 % 0.1 % 7.0 % 0.2 % 0.1 % 0.3 % 0.2 % 0.3 % 0.4 % 0.1 % — % 0.4 % — % 0.2 % 0.1 % 0.1 % 0.1 % 0.2 % 0.2 % 0.1 % 0.2 % — % — % — % — % Number of Leases 4 Occupancy Annualized (3) Base Rent 75.9 % $ 3,124,799 7 3 1 1 3 1 77.3 % $ 4,253,554 62.5 % $ 680,473 100.0 % $ 823,814 100.0 % $ 868,468 100.0 % $ 2,078,595 100.0 % $ 788,279 50 94.5 % $ 37,224,347 1 1 1 2 1 40 1 1 3 — 3 5 1 1 1 100.0 % $ 999,823 100.0 % $ 687,557 100.0 % $ 1,136,873 100.0 % $ 1,115,819 100.0 % $ 2,352,269 93.1 % $ 2,720,370 100.0 % $ 1,268,704 100.0 % $ 858,194 100.0 % $ 2,537,318 — % $ — 68.3 % $ 1,676,690 100.0 % $ 798,877 100.0 % $ 525,701 100.0 % $ 392,816 100.0 % $ 1,078,506 24 97.2 % $ 1,278,921 3 1 1 1 — — 100.0 % $ 565,316 100.0 % $ 2,326,100 — % $ 1,203,702 — % $ 883,275 — % $ — % $ — — Percentage of Total Annualized Base Rent (4) T Ann Base R Squar 0.5 % $ 0.6 % $ 0.1 % $ 0.1 % $ 0.1 % $ 0.3 % $ 0.1 % $ 5.7 % $ 0.1 % $ 0.1 % $ 0.2 % $ 0.2 % $ 0.4 % $ 0.4 % $ 0.2 % $ 0.1 % $ 0.4 % $ — % $ 0.2 % $ 0.1 % $ 0.1 % $ 0.1 % $ 0.2 % $ 0.2 % $ 0.1 % $ 0.3 % $ 0.2 % $ 0.1 % $ — % $ — % $ City Number of Buildings Property Address 12017 Greenstone Avenue 12027 Greenstone Avenue 13711 Freeway Drive 13535 Larwin Circle 9400-9500 Santa Fe Springs Road Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Santa Fe Springs Gateway Pointe Whittier Los Angeles – Mid-Counties Total Los Angeles – South Bay 750 Manville Street Compton 1065 E. Walnut Ave. 18118-18120 S. Broadway 17000 Kingsview Ave/800 Sandhill Ave 263-321 Gardena Blvd Carson Carson Carson Carson 18115 Main Street Carson 1055 Sandhill Avenue Carson (6) 701-751 Kingshill Place 256 Alondra Blvd 17011-17027 Central Avenue 21022 & 21034 Figueroa Street 2130-2140 Del Amo Blvd 20455 Reeves Avenue 1420 Mckinley Avenue 2020 Central Avenue 17909 & 17929 Susana Road 3131 Harcourt Street & 18031 Susana Road 13225 Western Avenue 400 Rosecrans Avenue 422 Rosecrans Avenue Carson Carson Carson Carson Carson Carson Compton Compton Compton Compton Gardena Gardena Gardena 11832-11954 La Cienega Blvd Hawthorne 2205 126th Street Hawthorne 240 W Ivy Avenue 687 Eucalyptus Avenue Inglewood Inglewood Asset Type Industrial Outdoor Storage Industrial Outdoor Storage Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Cold Storage / Distribution Warehouse / Distribution Warehouse / Distribution Industrial Outdoor Storage Warehouse / Excess Land — 1 1 1 2 4 34 1 1 3 1 2 1 — Redevelopment Warehouse / Light Manufacturing Industrial Outdoor Storage Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution 6 1 3 1 2 1 1 1 Light Industrial Warehouse / Light Manufacturing Warehouse / Excess Land Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution 2 2 1 1 1 4 1 1 1 Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar — % — % 0.2 % 0.1 % 1.3 % 2.2 % 7.0 % 0.1 % 0.4 % 0.2 % 0.2 % 0.1 % 0.1 % — % 0.4 % — % 0.1 % 0.1 % 0.2 % 0.2 % 0.3 % 0.1 % 0.1 % 0.2 % 0.1 % — % — % 0.1 % 0.1 % 0.1 % 0.3 % 1 1 2 1 2 4 — % $ 1,359,542 100.0 % $ 120,000 100.0 % $ 1,449,413 100.0 % $ 468,169 100.0 % $ 10,596,334 100.0 % $ 11,250,401 103 98.5 % $ 49,650,690 1 2 5 2 — 1 — 7 1 1 1 1 1 1 1 2 2 1 — — 8 4 3 1 100.0 % $ 648,249 100.0 % $ 2,799,714 100.0 % $ 1,239,363 100.0 % $ 1,098,967 — % $ — 100.0 % $ 406,494 — % $ — 100.0 % $ 2,494,188 100.0 % $ 655,636 100.0 % $ 990,792 100.0 % $ 1,044,174 54.5 % $ 1,416,175 100.0 % $ 2,678,785 100.0 % $ 3,772,506 100.0 % $ 410,470 100.0 % $ 1,008,057 100.0 % $ 630,360 100.0 % $ 352,968 — % $ — % $ — — 93.6 % $ 1,162,989 100.0 % $ 951,405 75.2 % $ 763,223 100.0 % $ 2,518,361 0.2 % $ — % $ 0.2 % $ 0.1 % $ 1.6 % $ 1.7 % $ 7.5 % $ 0.1 % $ 0.4 % $ 0.2 % $ 0.2 % $ — % $ 0.1 % $ — % $ 0.4 % $ 0.1 % $ 0.1 % $ 0.2 % $ 0.2 % $ 0.4 % $ 0.6 % $ 0.1 % $ 0.2 % $ 0.1 % $ 0.1 % $ — % $ — % $ 0.2 % $ 0.1 % $ 0.1 % $ 0.4 % $ n/a 1975 1963 1987 — 7,780 82,092 56,011 1980 / 1990 595,304 2005 - 2006 989,195 3,220,419 1977 59,996 1974 1957 / 1989, 2017 172,420 78,183 1984 100,121 1977 - 1982 55,238 1988 1973 42,270 — 1979 / 2020 171,056 1954 1979 2002 1980 1982 2017 1972 2,456 52,561 51,185 99,064 110,075 136,685 30,233 1970 - 1973 57,376 1970 1955 1967 1968 1999 1998 1981 2017 73,000 21,010 — 9,350 63,462 63,532 46,974 143,436 38 City Number of Buildings Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar Los Angeles — Redevelopment 1954 - 1960 — Property Address 4175 Conant Street 1580 Carson Street Long Beach Business Park 3901 Via Oro Avenue 2500 Thompson Street Long Beach Long Beach Long Beach Long Beach Long Beach Los Angeles 1661 240th St. 11120, 11160, 11200 Hindry Ave Los Angeles 15401 Figueroa Street Los Angeles 15601 Avalon Blvd 15650-15700 Avalon Blvd 514 East C Street 17907-18001 Figueroa Street (6) 8911 Aviation Blvd 2500 Victoria Street 444 Quay Avenue 18455 Figueroa Street 620 Anaheim Street 14434-14527 San Pedro Street Los Angeles Los Angeles Los Angeles Los Angeles Los Angeles Los Angeles Los Angeles Los Angeles Los Angeles 13301 Main Street Los Angeles 14400 Figueroa Street Los Angeles 9000 Airport Blvd Los Angeles 2588 & 2605 Industry Way Lynwood 6423-6431 & 6407-6119 Alondra Blvd. 7110 Rosecrans Ave. 2301-2329, 2331- 2359, 2361-2399, 2370-2398 & 2332-2366 E Pacifica Place; 20001-20021 Rancho Way 19402 Susana Road 19100 Susana Road 2757 Del Amo Blvd Paramount Paramount Rancho Dominguez Rancho Dominguez Rancho Dominguez Rancho Dominguez Asset Type Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Light Manufacturing Light Industrial / Office Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Excess Land Warehouse / Distribution Industrial Outdoor Storage 1 1 4 1 1 1 3 1 1 2 1 2015 142,593 1982 / 2018 43,787 1973 - 1976 123,532 1983 1970 53,817 174,691 1975 / 1995 96,616 1992 / 1994 63,654 1964 / 2018 38,584 1984 / 2023 1962 - 1978 / 2022 86,879 98,259 2019 3,436 Light Manufacturing / Flex Industrial Outdoor Storage Warehouse / Light Manufacturing Light Industrial / Office Warehouse / Excess Land Warehouse / Excess Land Warehouse / Light Manufacturing Warehouse / Distribution Industrial Outdoor Storage Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution 1971 100,000 n/a 1992 1978 1984 1971 1989 1967 1981 — 26,700 146,765 34,555 58,094 106,969 121,062 38,680 1969 / 1971 164,662 1986 1972 / 2015, 2019 30,224 74,856 Warehouse / Distribution Warehouse / Excess Land Warehouse / Excess Land Warehouse / Excess Land 1989 / 2021 1,099,050 1957 1956 1967 15,433 52,714 57,300 1 — 1 2 1 1 1 4 1 2 2 1 6 1 1 1 39 0.3 % 0.1 % 0.3 % 0.1 % 0.4 % 0.2 % 0.1 % 0.1 % 0.2 % 0.2 % — % — % 0.2 % — % 0.1 % 0.3 % 0.1 % 0.1 % 0.2 % 0.3 % 0.1 % 0.4 % 0.1 % 0.2 % 2.4 % — % 0.1 % 0.1 % 1 1 32 1 1 2 100.0 % $ 2,262,756 100.0 % $ 650,531 88.9 % $ 1,755,902 100.0 % $ 1,432,507 100.0 % $ 1,242,600 100.0 % $ 1,058,823 15 100.0 % $ 1,466,158 2 1 1 1 — 1 1 — 1 2 — 1 — 1 1 9 2 12 1 1 1 — % $ 54,510 100.0 % $ 1,949,565 100.0 % $ 2,951,311 100.0 % $ 548,061 — % $ — 100.0 % $ 1,565,728 — % $ 11,446,339 — % $ — 100.0 % $ 2,721,023 100.0 % $ 1,012,603 — % $ — 100.0 % $ 2,312,473 — % $ — 100.0 % $ 7,932,000 100.0 % $ 1,660,677 100.0 % $ 462,232 100.0 % $ 1,065,862 98.6 % $ 14,277,394 100.0 % $ 282,360 100.0 % $ 1,019,914 100.0 % $ 1,134,540 0.3 % $ 0.1 % $ 0.3 % $ 0.2 % $ 0.2 % $ 0.2 % $ 0.2 % $ — % $ 0.3 % $ 0.4 % $ 0.1 % $ — % $ 0.2 % $ 1.7 % $ — % $ 0.4 % $ 0.2 % $ — % $ 0.3 % $ — % $ 1.2 % $ 0.2 % $ 0.1 % $ 0.2 % $ 2.2 % $ — % $ 0.2 % $ 0.2 % $ Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar Property Address 3150 Ana Street 19007 Reyes Avenue 19431 Santa Fe Avenue 20304 Alameda Street 2880 Ana Street 19301 Santa Fe Avenue City Rancho Dominguez Rancho Dominguez Rancho Dominguez Rancho Dominguez Rancho Dominguez Rancho Dominguez 2410-2420 Santa Fe Avenue Redondo Beach 2601-2641 Manhattan Beach Blvd 2400 Marine Avenue 20920-20950 Normandie Ave. 24105 Frampton Avenue 1500-1510 W. 228th St. 3100 Fujita Street 960-970 Knox Street 1300, 1301, 1315, 1320-13330, 1347 Storm Parkway; 1338 W. 288th St.; 23021-23023 Normandie Ave.; 22815 & 23023 Normandie Ave.; 22815 & 22831 Frampton Ave. 19951 Mariner Avenue Redondo Beach Redondo Beach Torrance Torrance Torrance Torrance Torrance Torrance Torrance 3100 Lomita Blvd 21515 Western (6) Avenue Torrance Torrance 4240 190th Street 19475 Gramercy Place 20900 Normandie Avenue 3547-3555 Voyager Street 19145 Gramercy Place 3520 Challenger Street 301-445 Figueroa Street Torrance Torrance Torrance Torrance Torrance Torrance Wilmington 508 East E Street Wilmington 1800 Lomita Blvd Wilmington 920 Pacific Coast Highway Wilmington Los Angeles – South Bay Total Number of Buildings 1 — 3 2 1 3 1 6 2 2 1 8 1 1 8 1 5 Asset Type Warehouse / Light Manufacturing Industrial Outdoor Storage Industrial Outdoor Storage Warehouse / Light Manufacturing Warehouse / Light Manufacturing Light Industrial / Office Light Industrial / Office Light Industrial / Office Light Industrial / Office Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Light Industrial / Office Warehouse / Distribution Light Industrial / Office Light Industrial / Office — Redevelopment Warehouse / Distribution 1 1 Light Industrial Warehouse / Distribution 1 Light Industrial / Office Warehouse / Distribution Light Industrial / Office Warehouse / Distribution Warehouse / Excess Land Industrial Outdoor Storage Warehouse / Distribution 3 1 1 1 — — 1 138 1957 105,970 1969 / 2021 — 1963 / 2023 1,855 1974 1970 77,758 — 1954 / 1989 41,638 1977 112,000 1978 1964 1989 1974 / 2016 1963 / 1968, 2017 1970 1976 126,726 50,000 49,519 49,841 87,890 91,516 39,400 1982 - 2008 267,503 1986 89,272 1967 - 1998 525,076 1991 1966 — 307,487 1982 / 2022 47,712 0 74,038 1986 1977 1990 60,248 102,143 49,336 1972 / 2018 133,650 1988 n/a 1954 — — 0.2 % — % — % 0.2 % — % 0.1 % 0.2 % 0.3 % 0.1 % 0.1 % 0.1 % 0.2 % 0.2 % 0.1 % 0.6 % 0.2 % 1.2 % — % 0.7 % 0.1 % 0.2 % 0.1 % 0.2 % 0.1 % 0.3 % — % — % 1 1 1 2 — 8 1 27 2 29 1 11 1 4 13 1 7 — 3 1 3 17 1 1 11 — 4 1 100.0 % $ 2,536,922 — % $ 1,332,428 100.0 % $ 1,943,404 100.0 % $ 713,736 — % $ — 76.1 % $ 462,777 100.0 % $ 1,672,968 92.2 % $ 2,547,186 70.6 % $ 1,321,713 100.0 % $ 999,863 100.0 % $ 500,193 100.0 % $ 1,337,580 100.0 % $ 1,619,026 100.0 % $ 866,856 100.0 % $ 3,671,207 100.0 % $ 1,614,816 99.8 % $ 11,882,854 — % $ — 100.0 % $ 3,374,470 100.0 % $ 1,082,108 75.2 % $ 833,799 83.6 % $ 869,893 100.0 % $ 1,807,503 100.0 % $ 926,542 79.9 % $ 2,134,029 — % $ — — % $ 4,346,133 100.0 % $ 4,311,840 290 93.3 % $ 144,018,591 0.4 % $ 0.2 % $ 0.3 % $ 0.1 % $ — % $ 0.1 % $ 0.3 % $ 0.4 % $ 0.2 % $ 0.1 % $ 0.1 % $ 0.2 % $ 0.2 % $ 0.1 % $ 0.6 % $ 0.2 % $ 1.8 % $ — % $ 0.5 % $ 0.2 % $ 0.1 % $ 0.1 % $ 0.3 % $ 0.1 % $ 0.3 % $ — % $ 0.7 % $ 0.6 % $ 21.9 % $ 148,186 7,331,359 0.3 % 16.0 % 40 Property Address City Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Bas per F Orange County – North 1100-1170 Gilbert St. & 2353-2373 La Palma Ave. 5235 East Hunter Ave. Anaheim Anaheim 1210 N Red Gum St 1190 Stanford Court Anaheim Anaheim 900 East Ball Road Anaheim 3071 Coronado (6) Street Anaheim 600-708 Vermont Avenue 404-430 Berry Way 2300-2386 East Walnut Ave. 1600 Orangethorpe & 1335-1375 Acacia 1901 Via Burton 1500 Raymond (6) Avenue (6) 5593-5595 Fresca Drive 1581 Main Street 445-449 Freedom Avenue 560 Main Street 2401-2421 Glassell Street 2390-2444 American Way (6) 22895 Eastpark Drive Anaheim Brea Fullerton Fullerton Fullerton Fullerton La Palma Orange Orange Orange Orange Orange Yorba Linda Orange County – North Total Orange County – West 5630 Cerritos Avenue Cypress 12131 Western Avenue 12622-12632 Monarch Street 12752-12822 Monarch Street Garden Grove Garden Grove Garden Grove 12821 Knott Street Garden Grove 17311 Nichols Ln. 5421 Argosy Avenue 7612-7642 Woodwind Drive Huntington Beach Huntington Beach Huntington Beach Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Warehouse / Excess Land 6 1 1 1 1 1972 / 1990 / 2013 121,606 1987 120,127 1985 / 2020 64,570 1979 34,494 1956 / 2022 62,607 — Redevelopment 1973 — Light Manufacturing / Flex Warehouse / Excess Land Warehouse / Distribution Warehouse / Distribution 4 3 3 5 — Redevelopment — Redevelopment Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Light Industrial / Office 1 1 1 1 4 — Redevelopment Light Industrial / Office Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing 1 34 1 1 2 1 1 1 1 3 1960 133,836 1964 - 1967 1985-1986 / 2005 1968 / 1985 1960 n/a 1973 1994 1980 1973 1987 n/a 1986 120,250 163,898 346,445 — — 115,200 39,661 92,647 17,000 191,127 — 34,950 1,658,418 1989 1987 / 2007, 2017 76,032 207,953 1967 121,225 1971 / 2023 275,189 1971 / 2023 165,171 1993 / 2014 114,912 1976 2001 35,321 62,377 41 0.3 % 0.3 % 0.1 % 0.1 % 0.1 % — % 0.3 % 0.3 % 0.4 % 0.7 % — % — % 0.2 % 0.1 % 0.2 % — % 0.4 % — % 0.1 % 3.6 % 0.2 % 0.4 % 0.3 % 0.6 % 0.4 % 0.2 % 0.1 % 0.1 % 21 96.0 % $ 2,059,535 3 1 1 1 — 1 2 14 10 — — 2 1 2 1 5 — 1 66 1 1 3 3 1 1 1 3 100.0 % $ 1,917,527 100.0 % $ 711,218 100.0 % $ 474,926 100.0 % $ 1,416,944 — % $ — 100.0 % $ 3,565,200 15.7 % $ 1,005,245 85.4 % $ 2,450,998 100.0 % $ — % $ 4,754,030 — — % $ — 100.0 % $ 1,440,257 100.0 % $ 375,986 100.0 % $ 1,249,040 100.0 % $ 131,000 100.0 % $ 3,567,452 — % $ — 100.0 % $ 406,210 92.2 % $ 25,525,568 100.0 % $ 1,420,552 100.0 % $ 2,169,671 100.0 % $ 1,854,641 23.9 % $ 829,695 100.0 % $ 3,666,796 100.0 % $ 1,041,447 100.0 % $ 413,691 100.0 % $ 790,101 0.3 % $ 0.3 % $ 0.1 % $ 0.1 % $ 0.2 % $ — % $ 0.5 % $ 0.2 % $ 0.4 % $ 0.7 % $ — % $ — % $ 0.2 % $ 0.1 % $ 0.2 % $ — % $ 0.5 % $ — % $ 0.1 % $ 3.9 % $ 0.2 % $ 0.3 % $ 0.3 % $ 0.1 % $ 0.5 % $ 0.2 % $ 0.1 % $ 0.1 % $ Property Address City Number of Buildings 1700 Saturn Way 14650 Hoover Street Seal Beach Westminster Orange County – West Total Orange County – South 9 Holland 20531 Crescent Bay Dr. 20 Icon 25781 Atlantic Ocean Drive 20481 Crescent Bay Drive Irvine Lake Forest Lake Forest Lake Forest Lake Forest Orange County – South Total Orange County – Airport 18250 Euclid Street Fountain Valley 1601 Alton Pkwy. 16752 Armstrong Avenue 3441 West MacArthur Blvd. 600-650 South Grand Ave. 2610 & 2701 S. Birch Street 1801 St Andrew Place 15777 Gateway Circle 15771 Red Hill Avenue Irvine Irvine Santa Ana Santa Ana Santa Ana Santa Ana Tustin Tustin 1 1 13 1 1 1 1 1 5 1 1 1 1 6 1 1 1 1 Asset Type Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Light Industrial / Office Warehouse / Light Manufacturing Warehouse / Light Manufacturing Light Manufacturing / Flex Warehouse / Excess Land Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Distribution Light Industrial / Office Warehouse / Light Manufacturing Light Industrial / Office Orange County – Airport Total 14 Riverside / San Bernardino - Inland Empire West 13971 Norton Avenue Chino 5002-5018 Lindsay Court 13925 Benson Avenue 340-344 Bonnie Circle 1168 Sherborn Street 755 Trademark Circle The Merge 6245 Providence Way Merge-West 13231 Slover Avenue Chino Chino Corona Corona Corona Eastvale Eastvale Eastvale Fontana Warehouse / Distribution Warehouse / Distribution Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution 1 1 1 1 1 1 6 1 6 1 Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar 2006 2001 184,000 59,679 1,301,859 1980 / 2013 180,981 1998 48,873 1999 / 2015 102,299 1996 1996 28,254 88,355 448,762 0.4 % 0.1 % 2.8 % 0.4 % 0.1 % 0.2 % 0.1 % 0.2 % 1.0 % 1974 62,838 0.1 % 0.3 % 0.2 % 0.3 % 0.2 % 0.2 % 0.8 % 0.1 % 0.2 % 2.4 % 0.2 % 0.1 % 0.1 % 0.2 % 0.2 % 0.1 % 0.7 % 0.1 % 2.3 % 0.2 % 1974 / 2018 124,741 1970/2012 81,600 1973 / 2022 124,102 1988 101,389 1965 / 2016 98,379 1987 2005 1979 / 2016 370,374 37,592 98,970 1,099,985 1990 1986 1989 1994 2004 2001 2020 2018 103,208 64,960 38,143 98,000 79,515 34,427 333,544 27,636 2022 1,057,419 1990 109,463 42 1 1 16 2 1 1 1 1 6 1 4 2 1 56 3 2 1 3 73 100.0 % $ 2,412,741 100.0 % $ 1,218,000 83.9 % $ 15,817,335 100.0 % $ 2,777,289 100.0 % $ 805,114 100.0 % $ 1,681,214 100.0 % $ 539,493 100.0 % $ 932,658 100.0 % $ 6,735,768 0.4 % $ 0.2 % $ 2.4 % $ 0.4 % $ 0.1 % $ 0.3 % $ 0.1 % $ 0.1 % $ 1.0 % $ 100.0 % $ 807,498 0.1 % $ 100.0 % $ 2,413,584 100.0 % $ 2,311,885 100.0 % $ 1,889,527 99.0 % $ 1,818,468 100.0 % $ 1,397,792 100.0 % $ 6,121,915 100.0 % $ 757,855 100.0 % $ 3,254,261 99.9 % $ 20,772,785 — — % $ — 2 1 1 1 1 8 1 5 1 100.0 % $ 998,518 100.0 % $ 1,440,000 100.0 % $ 759,535 100.0 % $ 851,367 100.0 % $ 577,200 100.0 % $ 4,229,728 100.0 % $ 306,069 81.3 % $ 14,862,818 100.0 % $ 2,482,621 0.4 % $ 0.4 % $ 0.3 % $ 0.3 % $ 0.2 % $ 0.9 % $ 0.1 % $ 0.5 % $ 3.2 % $ — % $ 0.2 % $ 0.2 % $ 0.1 % $ 0.1 % $ 0.1 % $ 0.6 % $ — % $ 2.3 % $ 0.4 % $ City Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar Property Address 10509 Business Drive 15996 Jurupa Avenue 11127 Catawba Avenue 10156 Live Oak Avenue 10694 Tamarind Avenue 13369 Valley Blvd 15850 Slover Avenue 13512 Marlay Avenue 13700-13738 Slover Avenue 10131 Banana Avenue 14874 Jurupa Avenue 10660 Mulberry Avenue 10545 Production Avenue 4225 Etiwanda Avenue 4325 Etiwanda Avenue 4039 State Street 5160 Richton Street 1400 S. Campus Ave. 601-605 S. Milliken Ave. 845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St. 710 South Dupont Avenue & 4051 Santa Ana Street Safari Business Center 3002-3008, 3022- 3030, 3042-3050 & 3062-3072 Inland Empire Boulevard 302 Rockefeller Avenue 4355 Brickell Street 1900 Proforma Avenue 4621 Guasti Road 1555 Cucamonga Avenue 500 Dupont Avenue Fontana Fontana Fontana Fontana Fontana Fontana Fontana Fontana Fontana Fontana Fontana Fontana Fontana Jurupa Valley Jurupa Valley Montclair Montclair Ontario Ontario Ontario Ontario Ontario Ontario Ontario Ontario Ontario Ontario Ontario Ontario 5772 Jurupa Street Ontario 1010 Belmont Street Ontario Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Excess Land 1 1 1 1 1 1 1 1 1 Industrial Outdoor Storage — Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Light Industrial / Office Warehouse / Light Manufacturing Light Industrial / Office Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution 1 1 1 1 1 1 1 2 3 5 2 16 4 1 1 1 1 2 1 1 1 1989 2015 2015 2020 2020 2005 2020 1960 1982 n/a 2019 1990 130,788 212,660 145,750 236,912 99,999 105,041 60,127 199,363 17,862 — 158,119 49,530 2006 1,101,840 1998 1998 2020 2004 1964-1966, 1973, 1987 134,500 124,258 139,000 94,976 107,861 1987 / 1988 128,313 0.3 % 0.5 % 0.3 % 0.5 % 0.2 % 0.2 % 0.1 % 0.4 % — % — % 0.4 % 0.1 % 2.4 % 0.3 % 0.3 % 0.3 % 0.2 % 0.2 % 0.3 % 1985 113,812 0.3 % 0.3 % 2.5 % 0.5 % 0.2 % 0.2 % 0.3 % 0.1 % 0.2 % 0.6 % 0.8 % 0.1 % 2001 111,890 1989 1,142,042 1981 2000 2004 1989 1988 1973 1987 1992 1987 218,407 99,282 95,644 135,360 64,512 107,023 274,898 360,000 61,824 43 2 1 1 1 1 1 1 1 1 1 1 1 1 3 1 1 5 1 22 18 5 75 10 1 1 12 1 2 — 1 1 100.0 % $ 2,519,206 100.0 % $ 2,084,646 100.0 % $ 1,298,860 100.0 % $ 2,111,256 100.0 % $ 944,107 100.0 % $ 2,205,861 100.0 % $ 642,990 100.0 % $ 1,673,083 100.0 % $ 180,000 — % $ 1,139,938 100.0 % $ 3,118,200 100.0 % $ 390,122 100.0 % $ 18,510,912 100.0 % $ 1,182,000 100.0 % $ 813,840 100.0 % $ 1,239,491 100.0 % $ 1,390,343 100.0 % $ 1,079,861 83.7 % $ 1,955,949 0.4 % $ 0.3 % $ 0.2 % $ 0.3 % $ 0.1 % $ 0.3 % $ 0.1 % $ 0.3 % $ — % $ 0.2 % $ 0.5 % $ 0.1 % $ 2.8 % $ 0.2 % $ 0.1 % $ 0.2 % $ 0.2 % $ 0.2 % $ 0.3 % $ 78.8 % $ 1,410,285 0.2 % $ 100.0 % $ 1,934,256 84.4 % $ 15,170,396 86.8 % $ 2,826,153 100.0 % $ 871,594 100.0 % $ 1,824,888 89.4 % $ 2,022,546 100.0 % $ 812,195 100.0 % $ 774,000 — % $ — 100.0 % $ 2,528,343 100.0 % $ 1,149,926 0.3 % $ 2.3 % $ 0.4 % $ 0.1 % $ 0.3 % $ 0.3 % $ 0.1 % $ 0.1 % $ — % $ 0.4 % $ 0.2 % $ City Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar Property Address 1550-1600 Champagne Avenue Ontario 1154 Holt Blvd Ontario 1172 Holt Blvd 9160 - 9220 Cleveland Ave., 10860 6th St. 9805 6th St. 10700 Jersey Blvd. Ontario Rancho Cucamonga Rancho Cucamonga Rancho Cucamonga 11190 White Birch Drive Rancho Cucamonga 12320 4th Street 2520 Baseline Road Rancho Cucamonga Rialto Riverside / San Bernardino – Inland Empire West Total San Bernardino – Inland Empire East 6750 Unit B - 6780 Central Ave. Riverside San Bernardino – Inland Empire East Total Ventura County 300 South Lewis Rd. 3233 Mission Oaks Blvd Camarillo Camarillo Newbury Park 2328 Teller Road 201 Rice Ave. & 2400-2420 Celsius Oxnard 610-760 W Hueneme Rd & 5651-5721 Perkins Rd Oxnard 1800 Eastman Ave Oxnard 2220-2260 Camino del Sol Oxnard 2360-2364 E. Sturgis Road 3000 Paseo Mercado, 3120- 3150 Paseo Mercado 701 Del Norte Blvd. Oxnard Oxnard Oxnard 2950 Madera Rd. 21-29 West Easy St. Simi Valley Simi Valley 2390 Ward Avenue 1998 Surveyor Avenue 2280 Ward Avenue Meggitt Simi Valley Simi Valley Simi Valley Simi Valley Simi Valley Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Light Manufacturing / Flex Warehouse / Distribution Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Light Manufacturing / Flex Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution 2 1 1 3 2 7 1 2 1 97 2 2 1 2 1 3 2 1 1 3 5 1 1 5 1 1 1 3 1989 2021 2021 1988-1989 / 2006 124,243 35,033 44,004 129,309 1986 81,377 1988-1989 107,568 1986 201,035 1997/2003 284,676 2020 156,586 0.3 % 0.1 % 0.1 % 0.3 % 0.2 % 0.2 % 0.4 % 0.6 % 0.4 % 2 1 1 5 4 59 2 1 1 100.0 % $ 1,108,500 100.0 % $ 630,594 100.0 % $ 533,340 100.0 % $ 2,480,063 100.0 % $ 1,443,133 96.2 % $ 1,977,203 100.0 % $ 1,715,898 100.0 % $ 1,371,768 100.0 % $ 1,314,007 0.2 % $ 0.1 % $ 0.1 % $ 0.4 % $ 0.2 % $ 0.3 % $ 0.3 % $ 0.2 % $ 0.2 % $ 9,141,739 19.9 % 271 90.7 % $ 114,887,609 17.5 % $ 1978 33,258 33,258 0.1 % 0.1 % 1960-1963 / 2006 1980-1982 / 2014, 2018, 2019 215,128 0.5 % 409,217 0.9 % 1970 / 2018 126,317 2008 137,785 1985 2009 2005 1989 1988 2000 87,181 33,332 69,891 49,641 132,187 125,514 1988 / 2005 136,065 1991 / 2006 102,440 1989 2018 1995 138,700 56,306 242,101 0.3 % 0.3 % 0.2 % 0.1 % 0.1 % 0.1 % 0.3 % 0.3 % 0.3 % 0.2 % 0.3 % 0.1 % 0.5 % 0.6 % 1 1 11 12 13 23 21 1 2 15 24 16 1 18 2 1 6 1 100.0 % $ 635,042 100.0 % $ 635,042 0.1 % $ 0.1 % $ 100.0 % $ 2,457,792 0.4 % $ 92.9 % $ 4,428,434 0.7 % $ 92.4 % $ 1,909,982 100.0 % $ 1,697,783 95.9 % $ 1,196,693 100.0 % $ 305,951 100.0 % $ 729,610 90.9 % $ 584,554 92.3 % $ 1,447,885 98.6 % $ 1,553,346 100.0 % $ 956,148 100.0 % $ 1,623,943 100.0 % $ 1,805,317 100.0 % $ 684,427 98.4 % $ 2,772,141 100.0 % $ 2,542,946 0.3 % $ 0.3 % $ 0.2 % $ — % $ 0.1 % $ 0.1 % $ 0.2 % $ 0.2 % $ 0.1 % $ 0.3 % $ 0.3 % $ 0.1 % $ 0.4 % $ 0.4 % $ Warehouse / Light Manufacturing 1984 / 2005 285,750 44 City Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Base R Squar Property Address 3935-3949 Heritage Oak Court 851 Lawrence Drive Simi Valley Thousand Oaks 2405, 2430, 2455, 2500, 2535, 2570, 2585, 2595,& 2615 Conejo Spectrum St. Thousand Oaks Ventura County Total San Diego – North County 6200 & 6300 Yarrow Dr. Carlsbad 2431-2465 Impala Dr. 6231 & 6241 Yarrow Dr. 6131-6133 Innovation Way 2270 Camino Vida Roble 1332-1340 Rocky Point Drive 4039 Calle Platino 1402 Avenida Del Oro 2843 Benet Road 660-664 Twin Oaks Valley Road 980 Rancheros Drive Carlsbad Carlsbad Carlsbad Carlsbad Oceanside Oceanside Oceanside Oceanside San Marcos San Marcos 929, 935, 939 & 951 Poinsettia Ave. Vista 2575 Pioneer Ave. Vista 2455 Ash Street Vista San Diego – North County Total San Diego – Central 12720-12860 Danielson Ct. 8902-8940 Activity Rd 6970-7170 & 7310-7374 Convoy Ct. Poway San Diego San Diego 9340 Cabot Drive San Diego 9404 Cabot Drive San Diego 9455 Cabot Drive 9755 Distribution Ave. 9855 Distribution Ave San Diego San Diego San Diego Warehouse / Distribution Warehouse / Distribution 1 1 Warehouse / Distribution 9 43 Warehouse / Light Manufacturing Light Manufacturing / Flex Warehouse / Light Manufacturing Warehouse / Distribution Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Excess Land Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing Warehouse / Light Manufacturing Light Industrial / Office Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution 2 7 2 2 1 3 1 1 1 2 1 4 1 1 29 6 5 13 1 1 1 1 1 1999 186,726 1968 / 2021 90,773 0.4 % 0.2 % 2 3 100.0 % $ 2,027,396 100.0 % $ 1,322,642 2018 / 2020 531,378 3,156,432 1.2 % 6.9 % 9 181 92.0 % $ 6,552,734 96.7 % $ 36,599,724 0.3 % $ 0.2 % $ 1.0 % $ 5.6 % $ 100.0 % $ 1,945,148 0.3 % $ 1977-1988 / 2006 151,433 0.3 % 0.2 % 0.2 % 0.2 % 0.2 % 0.2 % 0.3 % 0.7 % 0.1 % 0.2 % 0.1 % 0.3 % 0.1 % 0.1 % 3.2 % 0.3 % 0.3 % 0.4 % 0.2 % 0.1 % 0.2 % 0.1 % 0.1 % 1983 / 2006 90,091 1977 / 2006 80,461 2017 1981 114,572 106,311 2009 / 2019 73,748 1991 2016 1987 143,212 311,995 35,000 1978 - 1988 96,993 1982 48,878 1989 / 2007 115,355 1988 / 2006 68,935 1990 42,508 1,479,492 1999 111,860 1987 / 1997 112,896 1971 187,787 1975 / 1976 86,564 1975 / 1976 46,846 1975 / 1976 99,403 1974 / 2023 47,666 1983 61,075 45 3 10 6 4 19 3 4 1 1 2 1 8 8 1 95.3 % $ 1,707,195 100.0 % $ 1,170,532 100.0 % $ 1,838,153 100.0 % $ 1,903,730 100.0 % $ 937,586 48.8 % $ 965,522 100.0 % $ 4,311,948 100.0 % $ 472,878 100.0 % $ 1,056,263 100.0 % $ 595,908 87.5 % $ 1,381,172 100.0 % $ 1,058,531 100.0 % $ 456,852 71 93.8 % $ 19,801,418 16 33 53 3 1 2 1 2 100.0 % $ 1,954,141 83.8 % $ 1,887,748 100.0 % $ 3,874,234 100.0 % $ 1,223,190 100.0 % $ 591,581 100.0 % $ 1,269,776 50.2 % $ 474,012 100.0 % $ 881,783 0.2 % $ 0.2 % $ 0.3 % $ 0.3 % $ 0.1 % $ 0.1 % $ 0.6 % $ 0.1 % $ 0.2 % $ 0.1 % $ 0.2 % $ 0.2 % $ 0.1 % $ 3.0 % $ 0.3 % $ 0.3 % $ 0.6 % $ 0.2 % $ 0.1 % $ 0.2 % $ 0.1 % $ 0.1 % $ Property Address 10439-10477 Roselle St. 8525 Camino Santa Fe 13550 Stowe Drive 9190 Activity Road 10015 Waples Court 8985 Crestmar Point 5725 Eastgate Drive 8745-8775 Production Avenue 8888-8992 Balboa (6) Avenue 4181 Ruffin Road 9223 Balboa Avenue 9323 Balboa Avenue 4285 Ponderosa Avenue City San Diego San Diego San Diego San Diego San Diego San Diego San Diego San Diego San Diego San Diego San Diego San Diego San Diego San Diego – Central Total Consolidated Portfolio - Total / Weighted Average 373 Properties Number of Buildings Asset Type Year Built / (1) Renovated Rentable Square Feet Warehouse / Light Manufacturing 10 1970 / 2007 97,834 Percentage of Rentable Square Feet (2) Number of Leases Occupancy Annualized (3) Base Rent Percentage of Total Annualized Base Rent (4) T Ann Bas per F 0.2 % 0.1 % 0.3 % 0.2 % 0.2 % 0.1 % 0.1 % 0.1 % — % 0.3 % 0.5 % 0.4 % 0.2 % 4.4 % 41 93.9 % $ 2,005,230 4 1 1 1 2 1 4 100.0 % $ 1,169,454 100.0 % $ 1,384,320 100.0 % $ 1,703,808 100.0 % $ 1,604,654 86.9 % $ 519,449 100.0 % $ 607,775 100.0 % $ 703,114 — — % $ — 4 2 1 1 39.5 % $ 1,343,555 100.0 % $ 8,948,845 100.0 % $ — 100.0 % $ 1,837,117 174 92.7 % $ 33,983,786 0.3 % $ 0.2 % $ 0.2 % $ 0.2 % $ 0.2 % $ 0.1 % $ 0.1 % $ 0.1 % $ — % $ 0.2 % $ 1.4 % $ — % $ 0.3 % $ 5.2 % $ 1986 1991 1986 59,399 112,000 83,520 1988 / 2020 106,412 1988 1995 57,086 27,267 1974 / 2021 46,820 1967 1987 2020 — 150,144 248,579 1978- 1980 200,155 1969 66,648 2,009,961 45,860,368 100.0 % 1,615 94.1 % $ 656,933,626 100.0 % $ Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Distribution Warehouse / Light Manufacturing Industrial Outdoor Storage Light Industrial / Office 1 1 1 1 1 1 2 — Redevelopment Light Industrial / Office Light Industrial / Office Light Industrial / Office Light Industrial / Office 1 3 1 1 53 654 (1) Year renovated reflects the most recent year in which a material upgrade, alteration or addition to building systems was completed, resulting in increased marketability of the property. (2) Calculated as rentable square feet for such property divided by rentable square feet for the total consolidated portfolio as of December 31, 2023. (3) Calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2023, multiplied by 12. Excludes tenant reimbursements. (4) Calculated as annualized base rent for such property divided by annualized base rent for the total consolidated portfolio as of December 31, 2023. (5) Calculated as annualized base rent for such property divided by occupied square feet for such property as of December 31, 2023. (6) This property is undergoing repositioning, redevelopment, or lease-up as of December 31, 2023. (7) Safari Business Park consists of 16 buildings with the following addresses: 1845, 1885, 1901-1957 and 2037-2077 Vineyard Avenue; 1906-1946 and 2048- 2058 Cedar Street; 1900-1956, 1901-1907, 1911-1951, 2010-2020 and 2030-2071 Lynx Place; 1810, 1840-1898, 1910-1960 and 2030-2050 Carlos Avenue; 2010-2057 and 2060-2084 Francis Street. 46 Property Diversification The following table sets forth information relating to diversification by property type in our portfolio based on total annualized base rent as of December 31, 2023. Property Type Warehouse / Distribution Warehouse / Light Manufacturing Light Industrial / (6) Office Industrial Outdoor Storage Light Manufacturing / Flex Warehouse / Excess Land Cold Storage / Distribution Redevelopment Total / Weighted Average (8) 92 41 18 10 22 4 16 Number of Properties Occupancy (1) Building Square Feet Percentage of Total Building Square Feet Land Square Feet Coverage (2) Annualized Base (3) Rent Percentage of Total Annualized Base Rent (4) Annualized Base Rent per Building Square Foot (5) 170 94.4 % 28,206,515 61.5 % 59,928,932 47.1 % $ 361,507 55.0 % $ 13.57 93.8 % 8,914,424 19.4 % 20,182,504 44.2 % 116,109 17.7 % $ 13.89 93.2 % 4,833,035 10.5 % 11,660,940 73.9 % 211,808 0.5 % 7,772,686 99.3 % 1,953,201 4.3 % 5,925,496 87.2 % 1,339,717 2.9 % 5,791,539 100.0 % — % 401,668 — 0.9 % — % 798,855 4,234,040 41.4 % 2.7 % 33.0 % 23.1 % 50.3 % — % 87,557 36,407 26,036 22,009 7,308 — 13.3 % $ 19.44 5.5 % $ (7) 4.68 4.0 % $ 13.42 3.4 % $ 18.83 1.1 % $ — % $ 18.19 — 15.22 373 94.1 % 45,860,368 100.0 % 116,294,992 39.4 % $ 656,934 100.0 % $ (1) Calculated as the average occupancy at such properties as of December 31, 2023, based on building square feet. (2) Calculated as building square feet divided by land square feet. (3) Calculated for each property as the monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2023, multiplied by 12, and then aggregated by property type. Excludes tenant reimbursements. Amounts in thousands. (4) Calculated for each property type as annualized base rent for such property type divided by annualized base rent for the total consolidated portfolio as of December 31, 2023. (5) Calculated for each property type as annualized base rent for such property type divided by occupied building square feet for such property type as of December 31, 2023, unless otherwise noted. (6) Includes 901 West Alameda Avenue with 44,924 building square feet that is classified as Creative Office. (7) Calculated for “Industrial Outdoor Storage” as annualized base rent for such property type divided by land square feet. (8) Represents current redevelopment properties and vacant future redevelopment properties as of December 31, 2023. These redevelopment properties will have an estimated combined 2.0 million of rentable square feet at completion. 47 Uncommenced Leases Uncommenced leases as of December 31, 2023, reflect signed new and renewal leases that had not yet commenced as of December 31, 2023. Differences between our occupancy rates and leased rates as disclosed throughout this Annual Report on Form 10-K, are attributed to our uncommenced leases. The following table sets forth information relating to our uncommenced leases as of December 31, 2023. Uncommenced Renewal Leases: Leased Square Feet (1) Uncommenced New Leases: Leased Square Feet (2) Percent (3) Leased Annualized (4) Base Rent Annualized Base Rent: Uncommenced Leases (5) Annualized Base Rent (Commenced and Uncommenced Leases) (6) Annualized Base Rent (Commenced and Uncommenced Leases) per Leased Square Foot (7) 282,628 164,777 64,141 114,747 268,320 894,613 65,422 — 27,359 89,291 — 95.7 % $ 92.4 % 382,175 $ 68,851 91.1 % 95.7 % 96.7 % 115,523 53,785 36,600 5,268 $ 1,116 623 1,521 1,295 387,442 $ 69,968 $ 116,146 $ 55,306 $ 37,895 $ 182,072 94.5 % $ 656,934 $ 9,823 $ 666,757 $ 15.86 16.78 13.90 16.56 12.42 15.38 Market Los Angeles County Orange County Riverside / San Bernardino County San Diego County Ventura County Total/Weighted Average (1) Represents the square footage of renewal leases that had been signed but had not yet commenced as of December 31, 2023. (2) Represents the square footage of new leases that had been signed but had not yet commenced as of December 31, 2023. (3) Calculated as square footage under commenced and uncommenced leases (net of renewal space) as of December 31, 2023, divided by total rentable square feet. (4) Represents annualized base rent for leases that had commenced as of December 31, 2023, at each property (calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2023, multiplied by 12), aggregated by market. Excludes tenant reimbursements. Amounts in thousands. (5) Annualized base rent from uncommenced leases includes: (i) $5.5 million of annualized base rent under uncommenced new leases (calculated by multiplying the first full month of contractual base rents (before rent abatements) to be received under uncommenced new leases, by 12) and (ii) $4.4 million of incremental annualized base rent under uncommenced renewal leases (calculated as the difference between (a) the first full month of contractual base rents (before rent abatements) to be received under uncommenced renewal leases and (b) the monthly contracted base rents under commenced leases (for the same space) as of December 31, 2023, multiplied by 12.). Amounts in thousands. (6) Calculated by adding annualized base rent for commenced leases (as described in note (4) above) and annualized base rent from uncommenced leases (as described in note (5) above). Amounts in thousands. (7) Calculated by dividing annualized base rent from commenced leases and uncommenced leases (as described in note (6) above), by leased square footage under commenced and uncommenced leases (net of renewal space) as of December 31, 2023. 48 Geographic Diversification The following table sets forth information relating to geographic diversification by county and submarket in our portfolio based on total annualized base rent as of December 31, 2023. Market Los Angeles County Central LA Greater San Fernando Valley Mid-Counties San Gabriel Valley South Bay Subtotal / Weighted Average Orange County North Orange County OC Airport South Orange County West Orange County Subtotal / Weighted Average Riverside / San Bernardino County Inland Empire East Inland Empire West Subtotal / Weighted Average Ventura County Ventura Subtotal / Weighted Average San Diego County Central San Diego North County San Diego Subtotal / Weighted Average Consolidated Portfolio - Total / Weighted Average Number of Properties Occupancy (1) Rentable Square Feet Percentage of Total Rentable Square Feet Annualized Base (2) Rent Percentage of Total Annualized Base Rent (3) Annualized Base Rent per (4) Square Foot 22 58 28 37 80 225 19 9 5 10 43 1 50 51 19 19 21 14 35 94.5 % 95.6 % 98.5 % 96.9 % 93.3 % 95.4 % 92.2 % 99.9 % 100.0 % 83.9 % 92.4 % 100.0 % 90.7 % 90.8 % 96.7 % 96.7 % 92.7 % 93.8 % 93.2 % 3,189,684 6,517,787 3,220,419 5,271,213 7,331,359 25,530,462 1,658,418 1,099,985 448,762 1,301,859 4,509,024 33,258 9,141,739 9,174,997 3,156,432 3,156,432 2,009,961 1,479,492 3,489,453 7.0 % $ 14.2 % 7.0 % 11.5 % 16.0 % 55.7 % $ 3.6 % $ 2.4 % 1.0 % 2.8 % 9.8 % $ 0.1 % $ 19.9 % 20.0 % $ 6.9 % $ 6.9 % $ 4.4 % $ 3.2 % 7.6 % $ 37,224 91,384 49,651 59,897 144,019 382,175 25,525 20,773 6,736 15,817 68,851 635 114,888 115,523 36,600 36,600 33,984 19,801 53,785 5.7 % $ 13.9 % $ 7.6 % $ 9.0 % $ 21.9 % $ 58.1 % $ 3.9 % $ 3.2 % $ 1.0 % $ 2.4 % $ 10.5 % $ 0.1 % $ 17.5 % $ 17.6 % $ 5.6 % $ 5.6 % $ 5.2 % $ 3.0 % $ 8.2 % $ 373 94.1 % 45,860,368 100.0 % $ 656,934 100.0 % $ 12.35 14.67 15.66 11.72 21.05 15.68 16.70 18.90 15.01 14.48 16.52 19.09 13.85 13.87 11.99 11.99 18.24 14.27 16.54 15.22 (1) Calculated as the average occupancy at such properties as of December 31, 2023. (2) Represents annualized base rent for each property (calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2023, multiplied by 12), aggregated by market. Excludes tenant reimbursements. Amounts in thousands. (3) Calculated as annualized base rent for such market divided by annualized base rent for the total consolidated portfolio as of December 31, 2023. (4) Calculated as annualized base rent for such market divided by occupied square feet for such market as of December 31, 2023. 49 Industry Diversification The following table sets forth information relating to tenant diversification by industry in our portfolio based on total annualized base rent as of December 31, 2023. Industry (5) Manufacturing Wholesale Trade Transportation and Warehousing Professional, Scientific, and Technical Services Retail Trade Real Estate and Rental and Leasing Construction Arts, Entertainment, and Recreation Mining, Quarrying, and Oil and Gas Extraction Other Services (except Public Administration) Administrative and Support and Waste Management and Remediation Services Health Care and Social Assistance Public Administration Information Educational Services Finance and Insurance Accommodation and Food Services Miscellaneous Total / Weighted Average Number of Leases (1) Occupied Square Feet Percentage of Total Occupied Square Feet Annualized Base (2) Rent Percentage of Total Annualized Base Rent (3) Annualized Base Rent per Square (4) Foot 291 371 278 123 114 34 118 32 4 42 58 28 13 46 12 9 14 28 1,615 11,190,318 10,386,759 9,038,120 3,424,548 2,884,156 691,243 1,078,633 1,037,459 40,727 485,143 608,886 625,222 357,397 440,676 338,986 216,548 165,489 156,942 43,167,252 25.9 % $ 24.1 % 20.9 % 7.9 % 6.7 % 1.6 % 2.5 % 2.4 % 0.1 % 1.1 % 1.4 % 1.4 % 0.8 % 1.0 % 0.8 % 0.5 % 0.4 % 0.5 % 100.0 % $ 149,391 143,379 140,014 59,038 39,357 20,071 16,850 16,100 12,048 9,948 9,427 9,035 8,621 8,335 5,064 3,899 3,411 2,946 656,934 22.7 % $ 21.8 % $ 21.3 % $ 9.0 % $ 6.0 % $ 3.1 % $ 2.6 % $ 2.5 % $ 1.8 % $ 1.5 % $ 1.4 % $ 1.4 % $ 1.3 % $ 1.3 % $ 0.8 % $ 0.6 % $ 0.5 % $ 0.4 % $ 100.0 % $ 13.35 13.80 15.49 17.24 13.65 29.04 15.62 15.52 (5) 295.82 20.51 15.48 14.45 24.12 18.91 14.94 18.01 20.61 18.77 15.22 (1) A single lease may cover space in more than one building. (2) Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2023, multiplied by 12, and then aggregated by industry. Excludes tenant reimbursements. Amounts in thousands. (3) Calculated as annualized base rent for tenants in such industry divided by annualized base rent for the total consolidated portfolio as of December 31, 2023. (4) Calculated as annualized base rent for tenants in such industry divided by occupied square feet for tenants in such industry as of December 31, 2023. (5) Includes a tenant leasing an 80.2 acre industrial outdoor oil storage site with annualized base rent of $11.4 million or $3.28 per land square foot. Excluding this tenant, annualized base rent per square foot is $14.76. Tenants Our portfolio of properties has a stable and diversified tenant base. As of December 31, 2023, our consolidated properties were 94.5% leased to tenants in a variety of industries, with no single tenant accounting for more than 2.8% of our total annualized in-place base rent. Our average lease size is approximately 28,000 square feet, and approximately 33% of our total leased square feet consists of leases that are less than 50,000 square feet each. Our 10 largest tenants combined accounted for 15.5% of our annualized base rent as of December 31, 2023. We intend to continue to maintain a diversified mix of tenants in order to limit our exposure to any single tenant or industry. 50 The following table sets forth information about the 10 largest tenants in our portfolio based on total annualized base rent as of December 31, 2023. Submarket Inland Empire West Multiple Submarkets (4) South Bay Multiple Submarkets Central San Diego (6) Mid-Counties Inland Empire West South Bay San Gabriel Valley Mid-Counties Tenant TIRECO, Inc. L3 Technologies, Inc. Zenith Energy West Coast Terminals LLC Federal Express Corporation Cubic Corporation GXO Logistics Supply Chain, Inc. Best Buy Stores, L.P. The Hertz Corporation IBY, LLC Michael Kors (USA) Top 10 Tenants All Other Tenants Total Consolidated Portfolio Occupied Square Feet Percentage of Total Occupied Square Feet Annualized (1) Base Rent Percentage of Total Annualized Base (2) Rent Annualized Base Rent per Square (3) Foot Lease Expirations 1,101,840 595,267 — 527,861 515,382 411,034 501,649 38,680 993,142 565,619 5,250,474 37,916,778 43,167,252 2.6 % $ 18,511 1.4 % — % 1.2 % 1.2 % 0.9 % 1.2 % 0.1 % 2.3 % 1.3 % 12.2 % 87.8 % 100.0 % $ 12,555 11,446 10,824 10,786 8,385 8,201 7,932 6,837 6,098 101,575 555,359 656,934 2.8 % $ 1.9 % $ 16.80 21.09 1/31/2025 9/30/2031 1.8 % See Note (5) 9/29/2041 20.51 20.93 20.40 16.35 (8) $9.90 6.88 10.78 1.7 % $ 1.6 % $ 1.3 % $ 1.3 % $ 1.2 % 1.0 % $ 0.9 % $ 15.5 % 84.5 % 100.0 % 11/30/2032 3/31/2038 (6) (7) 11/30/2028 6/30/2029 3/31/2026 4/5/2031 11/30/2026 (1) Calculated for each tenant as the monthly contracted base rent (before rent abatements) per the terms of such tenant’s lease as of December 31, 2023, multiplied by 12. Excludes tenant reimbursements. Amounts in thousands. (2) Calculated as annualized base rent for such tenant divided by annualized base rent for the total consolidated portfolio as of December 31, 2023. (3) Calculated as annualized base rent for such tenant divided by occupied square feet for such tenant as of December 31, 2023. (4) Includes (i) 133,836 rentable square feet in North Orange County expiring December 31, 2024 and (ii) 461,431 rentable square feet in LA-South Bay expiring September 30, 2031. (5) The tenant is leasing an 80.2 acre industrial outdoor oil storage site with annualized base rent of $11.4 million or $3.28 per land square foot. (6) Includes (i) one land lease in North Orange County expiring December 31, 2023, (ii) one land lease in LA-Mid-Counties expiring July 31, 2025, (iii) one land lease in North Orange County expiring October 31, 2026, (iv) 30,160 rentable square feet in Ventura expiring September 30, 2027, (v) one land lease in LA- Mid-Counties expiring June 30, 2029, (vi) 42,270 rentable square feet in LA-South Bay expiring October 31, 2030, (vii) 311,995 rentable square feet in North County San Diego expiring February 28, 2031, and (viii) 143,436 rentable square feet in LA-South Bay expiring November 30, 2032. (7) Includes (i) 200,155 rentable square feet expiring March 31, 2026 and (ii) 315,227 rentable square feet expiring March 31, 2038. (8) The tenant is leasing 18.4 acres of land with ABR of $7.9 million or $9.90 per land square foot. 51 Leases Overview Triple net lease. In our triple net leases, the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term. The landlord may have responsibility under the lease to perform or pay for certain capital repairs or replacements to the roof, structure or certain building systems, such as heating and air conditioning and fire suppression. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2023, there were 544 triple net leases in our consolidated portfolio, representing approximately 76.3% of our total annualized base rent. Modified gross lease. In our modified gross leases, the landlord is responsible for some property-related expenses during the lease term, but a significant amount of the expenses is passed through to the tenant for reimbursement to the landlord. Modified gross leases often include base year amounts, and expense increases over these amounts are recoverable. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2023, there were 896 modified gross leases in our consolidated portfolio, representing approximately 17.6% of our total annualized base rent. Gross lease. In our gross leases, the landlord is responsible for all aspects of and costs related to the property and its operation during the lease term. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2023, there were 175 gross leases in our consolidated portfolio, representing approximately 6.1% of our total annualized base rent. The following table provides information regarding our lease segmentation by size as of December 31, 2023: Square Feet Building: <4,999 5,000 - 9,999 10,000 - 24,999 25,000 - 49,999 50,000 - 99,999 >100,000 Building Subtotal / Weighted Average Land/IOS Other (5) (5) Total Number of Leases Occupied Building Square Feet Building/Land Square Feet Percentage of Total Occupied Building Square Feet Annualized (1) Base Rent Percentage of Total Annualized Base Rent (2) Annualized Base Rent per (3) Square Foot 1,548,863 1,614,730 4,858,990 6,100,273 8,458,195 20,392,899 42,973,950 (4) 1,677,171 1,789,076 5,363,457 6,721,778 8,953,947 21,106,399 45,611,828 8,146,906 (4) (6) 637 228 301 165 118 108 1,557 24 34 1,615 3.6 % $ 3.8 % 11.3 % 14.2 % 19.7 % 47.4 % 100.0 % $ $ 27,802 28,157 81,877 89,170 127,495 260,434 614,935 39,261 2,738 656,934 4.2 % $ 4.3 % $ 12.5 % $ 13.6 % $ 19.4 % $ 39.6 % $ 93.6 % $ 6.0 % $ 0.4 % 100.0 % 17.95 17.44 16.85 14.62 15.07 12.77 14.31 4.82 (1) Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2023, multiplied by 12, and then aggregated by building square feet (if applicable). Excludes tenant reimbursements. Amounts in thousands. (2) Calculated as annualized base rent for such leases divided by annualized base rent for the total consolidated portfolio as of December 31, 2023. (3) For building leases, calculated as annualized base rent for such leases divided by occupied building square feet for such leases as of December 31, 2023. For “Land/IOS” leases, calculated as annualized base rent for such leases divided by land square feet for such leases as of December 31, 2023. (4) Excludes 193,302 occupied building square feet and 248,540 building square feet that are associated with “Land/IOS”. (5) “Land/IOS” includes leases for improved land sites and industrial outdoor storage (IOS) sites. “Other” includes amounts related to cellular tower, solar and parking lot leases. (6) Reflects land square feet for “Land/IOS” leases. 52 Lease Expirations As of December 31, 2023, our weighted average in-place remaining lease term was approximately 4.0 years. The following table sets forth a summary schedule of lease expirations for leases in place as of December 31, 2023, plus available space, for each of the 10 full calendar years commencing December 31, 2023 and thereafter in our portfolio. The information set forth in the table assumes that tenants exercise no renewal options and no early termination rights. (5) (6) Year of Lease Expiration Vacant Repositioning MTM Tenants 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Thereafter Total Consolidated Portfolio Number of Leases Expiring — — 5 30 391 395 351 165 127 54 24 23 15 35 1,615 Total Rentable Square (1) Feet Percentage of Total Owned Square Feet Annualized Base Rent (2) Percentage of Total Annualized Base Rent (3) Annualized Base Rent per Square Foot (4) 1,067,903 1,625,212 93,612 433,258 6,358,594 7,618,613 7,912,822 5,299,508 4,061,486 2,696,330 1,944,102 3,328,558 973,530 2,446,840 45,860,368 2.3 % $ 3.5 % 0.2 % 1.0 % 13.9 % 16.6 % 17.3 % 11.6 % 8.9 % 5.9 % 4.2 % 7.3 % 2.1 % 5.2 % 100.0 % $ — — 1,489 6,932 83,945 108,375 110,875 84,710 72,629 41,156 29,814 46,484 20,647 49,878 656,934 — % $ — % $ 0.2 % $ 1.1 % $ 12.8 % $ 16.5 % $ 16.9 % $ 12.9 % $ 11.1 % $ 6.3 % $ 4.5 % $ 7.1 % $ 3.1 % $ 7.5 % $ 100.0 % $ — — 15.90 16.00 13.20 14.22 14.01 15.98 17.88 15.26 15.34 13.97 21.21 20.38 15.22 (1) Represents the contracted square footage upon expiration. (2) Calculated as monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2023, multiplied by 12, and then aggregated by year of lease expiration. Excludes tenant reimbursements. Amounts in thousands. (3) Calculated as annualized base rent set forth in this table divided by annualized base rent for the total portfolio as of December 31, 2023. (4) Calculated as annualized base rent for such leases divided by occupied square feet for such leases as of December 31, 2023. (5) Represents vacant space (not under repositioning) as of December 31, 2023. Includes leases aggregating 182,072 rentable square feet that had been signed but had not yet commenced as of December 31, 2023. Adjusting for such leases, we had 885,831 of available vacant space representing 1.9% of our total owned square feet as of December 31, 2023. (6) Represents vacant space at properties that were classified as repositioning (including “other repositioning projects”), redevelopment or lease-up as of December 31, 2023. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Influence Future Results of Operations – Acquisitions and Value-Add Repositioning and Redevelopment of Properties,” of this Annual Report on Form 10-K for additional details related to these properties. 53 Historical Tenant Improvements and Leasing Commissions The following table sets forth certain historical information regarding leasing related (revenue generating) tenant improvement and leasing commission costs for tenants at the properties in our portfolio as follows: Cost (1) 2023 Square Feet (2) PSF Year Ended December 31, 2022 Square Feet (1) (2) PSF Cost Cost (1) 2021 Square Feet (2) PSF (3)(5) (3)(4) Tenant Improvements New Leases – First Generation New Leases – Second Generation Renewal Leases Total Tenant Improvements Leasing Commissions New Leases – First Generation New Leases – Second Generation Renewal Leases Total Leasing Commissions Total Tenant Improvements & Leasing Commissions (3)(4) (3)(5) $ $ $ $ $ 1,572 113 826 2,511 9,488 7,652 10,308 27,448 29,959 1,400,053 $ 90,902 $ 536,858 $ 2,027,813 $ 1.12 $ 1.24 1.54 1.24 $ 1,528 494 855 2,877 834,106 $ 491,933 $ 933,596 $ 2,259,635 $ 1.83 $ 1.00 0.92 1.27 $ 2,103 328 289 2,720 1,171,683 $ 1,832,823 $ 3,530,689 $ 6,535,195 $ 8.10 $ 4.17 2.92 4.20 $ 7,357 9,190 5,025 21,572 876,485 $ 1,359,424 $ 1,852,256 $ 4,088,165 $ 8.39 $ 6.76 2.71 5.28 $ 5,502 7,508 4,321 17,331 $ 24,449 $ 20,051 1,039,707 $ 150,214 $ 431,997 $ 1,621,918 $ 1,758,720 $ 2,044,593 $ 3,127,986 $ 6,931,299 $ 2.02 2.18 0.67 1.68 3.13 3.67 1.38 2.50 (1) Cost is reported in thousands. Costs of tenant improvements include contractual tenant allowances. (2) Per square foot (“PSF”) amounts calculated by dividing the aggregate tenant improvement and/or leasing commission cost by the aggregate square footage of the leases in which we incurred such costs, excluding new/renewal leases in which there were no tenant improvements and/or leasing commissions. (3) New leases represent all leases other than renewal leases. (4) Tenant improvements and leasing commissions related to our initial leasing of vacant space in acquired properties or leasing of a space that has been vacant for more than 12 months, are considered first generation costs. (5) Tenant improvements and leasing commissions related to leasing of a space that has been previously occupied by a tenant during the prior 12 months, are considered second generation costs. Historical Capital Expenditures The following table sets forth certain information regarding historical maintenance (non-revenue generating) capital expenditures at the properties in our portfolio as follows: Non-Recurring Capital Expenditures Recurring Capital Expenditures (4) (5) Total Capital Expenditures (1) Cost is reported in thousands. Cost (1) $ 222,709 26,798 $ 249,507 2023 Square (2) Feet PSF (3) Year Ended December 31, 2022 Square (2) Feet (1) Cost PSF (3) 32,392,200 $ 44,002,786 $ 6.88 $ 0.61 111,112 8,675 $ 119,787 26,002,606 $ 39,561,722 $ 4.27 $ 0.22 $ 2021 Square (2) Feet PSF (3) 22,951,051 $ 33,239,851 $ 3.51 0.31 Cost (1) 80,545 10,466 91,011 (2) For non-recurring capital expenditures, reflects the aggregate square footage of the properties in which we incurred such capital expenditures. For recurring capital expenditures, reflects the weighted average square footage of our consolidated portfolio for the period. (3) PSF amounts calculated by dividing the aggregate capital expenditure costs by the square footage as defined in (1) and (2) above. (4) Non-recurring capital expenditures are expenditures made in respect of a property for repositioning, redevelopment, or other major upgrade or renovation of such property, and further includes capital expenditures for seismic upgrades, roof or parking lot replacements or capital expenditures for deferred maintenance existing at the time such property was acquired. 54 (5) Recurring capital expenditures are expenditures made in respect of a property for maintenance of such property and replacement of items due to ordinary wear and tear including, but not limited to, expenditures made for maintenance of parking lot, roofing materials, mechanical systems, HVAC systems and other structural systems. Item 3. Legal Proceedings From time to time, we are party to various lawsuits, claims and legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition or results of operations. Item 4. Mine Safety Disclosures Not applicable. 55 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities PART II Market Information Our common stock is traded on the NYSE under the symbol “REXR”. As of February 7, 2024, there were 280 holders of record of our common stock. Certain shares of our Company are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing numbers. Sales of Unregistered Securities None. Repurchases of Equity Securities Period October 1, 2023 to October 31, 2023 November 1, 2023 to November 30, 2023 December 1, 2023 to December 31, 2023 Total Number of Shares Purchased (1) Average Price Paid per Share 378 $ 63 $ 38 $ 479 $ 46.53 47.72 55.97 47.44 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or approximate dollar value) of Shares that May Yet Be Purchased Under the Plans or Programs N/A N/A N/A N/A N/A N/A N/A N/A (1) Reflects shares of common stock that were tendered by certain of our employees to satisfy tax withholding obligations related to the vesting of restricted shares of common stock. Equity Compensation Plan Information Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 of this Annual Report on Form 10-K. 56 Performance Graph The following graph compares the cumulative total stockholder return on our common stock from December 31, 2018 through December 31, 2023, with the cumulative total return of the Standard & Poor’s 500 Index and a selection of appropriate “peer group” indexes (assuming the investment of $100 in our common stock and in each of the indexes on December 31, 2018, 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 fiscal year). The total return performance shown in this graph is not necessarily indicative of, and is not intended to suggest, future total return performance. Index Rexford Industrial Realty, Inc. S&P 500 Index Dow Jones Equity All REIT Index Dow Jones U.S. Real Estate Industrial Index 12/31/2018 $100.00 $100.00 $100.00 $100.00 12/31/2019 $157.80 $131.49 $128.74 $142.68 12/31/2020 $173.09 $155.68 $122.57 $163.46 12/31/2021 $290.49 $200.37 $173.07 $250.94 12/31/2022 $199.94 $164.08 $129.79 $170.08 12/31/2023 $211.21 $207.21 $144.46 $207.40 Period Ending Item 6. [Reserved] Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the sections of this Annual Report on Form 10-K entitled “Risk Factors,” “Forward-Looking Statements,” “Business” and our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. 57 Company Overview Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service REIT focused on owning and operating industrial properties in 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, redevelop, lease and manage industrial real estate principally located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial zoned property or property suitable for industrial development. We are organized and conduct our operations to qualify as a REIT under the Code, and generally are not subject to federal taxes on our income to the extent we distribute our income to our shareholders and maintain our qualification as a REIT. As of December 31, 2023, our consolidated portfolio consisted of 373 properties with approximately 45.9 million rentable square feet. 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. Periodically we also engage in mortgage debt investments secured by industrial zoned property or property suitable for industrial development within these markets. Our target markets provide us with opportunities to acquire both stabilized properties generating favorable cash flow, as well as properties or land parcels where we can enhance returns over time through value-add repositioning and redevelopments. Scarcity of available space and high barriers limiting new construction of for-lease product all contribute to create superior long-term supply/demand fundamentals within our target infill Southern California industrial property markets. With our vertically integrated operating platform and extensive value-add investment and management capabilities, we believe we are positioned to capitalize upon the opportunities in our markets to achieve our objectives. Highlights Full Year Financial and Operational Highlights • Net income attributable to common stockholders increased by 44.4% to $227.4 million in 2023 compared to 2022. • Core funds from operations (Core FFO) (1) attributable to common stockholders increased by 32.9% to $444.8 million in 2023 compared to 2022. • Net operating income (NOI) (1) increased by 26.4% to $606.9 million in 2023 compared to 2022. • • • Total portfolio occupancy at year-end was 94.1%. (2) Same Property Portfolio average occupancy for the year ended December 31, 2023 was 97.8% and ending occupancy at year-end was 97.5%. Executed a total 459 new and renewal leases with a combined 7.4 million rentable square feet, with leasing spreads of 77.5% on a GAAP basis and 58.7% on a cash basis. Investments • During 2023, we completed 17 acquisitions representing 19 properties with a combined 4.3 million rentable square feet of buildings on 250.2 acres of land for an aggregate purchase price of $1.3 billion. • On October 26, 2023, we issued a $125.0 million loan securitized by a 150-acre industrial development site at an effective rate of 8.0%. • Subsequent to December 31, 2023, we completed the acquisition of one property with 0.2 million rentable square feet of buildings on 10.6 acres of land, for a purchase price of $84.0 million. Dispositions • During 2023, we sold two properties with 87,037 rentable square feet, for an aggregate gross sales price of $28.3 million and recognized $19.0 million in gains on sale of real estate. ___________________________________________________________________________________________________________________________________ (1) For a reconciliation to net income and a discussion of why we believe Core FFO and NOI are useful supplemental measures of operating performance, see “Non-GAAP Supplemental Measures: Funds From Operations” and “Non-GAAP Supplemental Measures: NOI and Cash NOI” included under Item 7 of this Annual Report on Form 10-K. (2) For a definition of “Same Property Portfolio,” see “Results of Operations” included under Item 7 of this Annual Report on Form 10-K. 58 Repositioning & Redevelopment • During 2023, we stabilized six of our repositioning/redevelopment properties located at 12821 Knott Street, 14100 Vine Place, 15601 Avalon Boulevard and 2800 Casitas Avenue, which have a combined 490,722 rentable square feet of buildings, and 12133 Greenstone Avenue and 19431 Santa Fe Avenue, which are both industrial outdoor storage sites with a combined 337,508 square feet of land. • During 2023, we completed construction of four of our repositioning/redevelopment properties located at 20851 Currier Road, 12752-12822 Monarch Street, 8210-8240 Haskell Avenue and 9755 Distribution Avenue. As of December 31, 2023, these four properties were in the lease-up stage. • As of December 31, 2023, we have pre-leased our two repositioning properties located at 1444 Quay Avenue and 8902 Activity Road. The leases are expected to commence in the first half of 2024, subject to completion of repositioning work. Equity • During 2023, we issued 22,751,622 shares of common stock for total net proceeds of $1.3 billion through a range of equity transactions, as follows: ◦ We settled the outstanding forward equity sale agreements from our November 2022 underwritten public offering by issuing 8,291,721 shares of common stock for net proceeds of $462.8 million, based on a weighted average forward price of $55.81 per share at settlement. ◦ We sold 449,227 shares of common stock directly through sales agents under our 2023 ATM program at a weighted average price of $60.84 per share, for gross proceeds $27.3 million, and net proceeds of $27.0 million, after deducting the sales agents’ fees. ◦ We entered into forward equity sale agreements under our 2023 ATM program with respect to 5,137,392 shares of common stock at a weighted average initial forward sale price of $56.70 per share. We partially settled these forward equity sale agreements and the outstanding forward equity sale agreement from 2022 by issuing 2,763,708 shares of common stock in exchange for net proceeds of $163.2 million, based on a weighted average forward price of $59.04 per share at settlement. ◦ In May 2023, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 13,500,000 shares of our common stock at an initial forward sale price $55.24 per share, or $745.7 million. We partially settled these forward equity sale agreements by issuing 11,246,966 shares of common stock for net proceeds of $623.6 million, based on a weighted average forward price of $55.45 per share at settlement. • Subsequent to December 31, 2023, through the date of this filing, we partially settled the forward equity sale agreements that were outstanding under the 2023 ATM program and fully settled the outstanding forward equity sale agreement related to the May 2023 public offering by issuing 2,719,987 shares of common stock for net proceeds of $151.7 million, based on a weighted average forward price of $55.77 per share at settlement. • As of the date of this filing, we had 2,543,615 shares of common stock, or approximately $137.8 million of net forward proceeds remaining for settlement prior to December 2024, based on a weighted average forward price of $54.16 per share. Financing • • • • In February 2023, we certified that the sustainability performance target associated with our senior unsecured credit agreement was met for 2022, resulting in the reduction of the applicable margin and applicable credit facility fee by 0.04% and 0.01%, respectively. In March 2023, we completed an underwritten public offering of $300.0 million of 5.000% Senior Notes due 2028 (the “$300 Million Notes”). The $300 Million Notes were issued to the public at 98.975% of the principal amount, and net proceeds were $295.1 million after deducting the underwriting discount. In March 2023, we executed four forward starting interest rate swaps with an aggregate notional value of $400.0 million to fix daily Secured Overnight Financing Rate (“SOFR”) related to our $400.0 million term loan at a rate of 3.97231% commencing on April 3, 2023 and maturing on June 30, 2025, resulting in an all-in fixed rate of 4.83231%. In March 2023, we executed one forward starting interest rate swap with a notional value of $60.0 million to fix 1-month term SOFR related to our $60.0 million term loan at a rate of 3.71% commencing on April 3, 2023 and maturing on July 30, 2026, resulting in an all-in fixed rate of 5.06%. 59 Factors That May Influence Future Results of Operations Market and Portfolio Fundamentals Our operating results depend upon the infill Southern California industrial real estate market. The infill Southern California industrial real estate sector continues to exhibit strong long-term fundamentals. These high-barrier infill markets are characterized by a relative scarcity of available highly functional product, coupled with the limited ability to introduce new supply due to high land and redevelopment costs and a dearth of developable land in markets experiencing a net reduction in supply as over time more industrial property is converted to non- industrial uses than can be delivered. Meanwhile, underlying tenant demand within our infill target markets continues to be healthy, illustrated or driven by strong re-leasing spreads and renewal activity, a dynamic regional economy, growth in ecommerce transaction and delivery volumes, as well as further compression of delivery time-frames to consumers and to businesses, increasing the significance of last-mile facilities for timely fulfillment. While we believe that our infill Southern California industrial property markets have demonstrated a high degree of resiliency related to occupancy and rental rates in the context of key market drivers over the prior year, including post-pandemic normalization of demand, inflation, higher interest rates and protracted Los Angeles and Long Beach Ports’ labor negotiations, continued economic uncertainties such as these could impact future demand, rental rates and vacancy within our infill Southern California market. Tenant demand remains healthy within our portfolio, which is strategically located within prime infill Southern California industrial markets. The quality and intensity of tenant demand in 2023 is demonstrated through the Company’s strong leasing spreads and volume, achieving rental rates and related terms from new and renewing tenants that have generally exceeded those from historical years (see “—Leasing Activity and Rental Rates” below). This tenant demand has been driven by a wide range of sectors, from consumer products, healthcare and medical products to aerospace, food, construction, and logistics, as well as by an emerging electric vehicle industry, among other sectors. We continue to observe a notable volume of ecommerce-oriented tenants securing space within our portfolio, which accelerated the growth in the range and volume of goods and customers transacting through ecommerce. In addition, ecommerce-related delivery demand associated with last-mile distribution and local omnichannel retail fulfillment are driving discernible shifts in inventory-handling strategies among retailers and distributors, which we believe is driving incremental demand for our infill property locations. Our portfolio, which we believe represents prime locations with superior functionality within the largest last-mile logistics distribution market in the nation, is well-positioned to continue to serve our existing diverse tenant based and attract incremental ecommerce-oriented and traditional distribution demand over the long-term. Additionally, looking forward, with the prior year’s resolution of the ports’ labor contracts combined with disruptions to shipping via the Red Sea due to geopolitical instability and with a shipping slowdown via the Panama Canal due to a long-term drought, we believe the increased trade and container volumes through the ports of Los Angeles and Long Beach, as experienced in the fourth quarter of 2023, may drive incremental tenant demand for industrial space within our markets. We believe our portfolio’s leasing performance in 2023 has generally outpaced that of the infill markets within which we operate, and, as discussed in more detail below, our target infill markets continue to operate at high levels of occupancy. We believe this performance has been driven by our highly entrepreneurial business model focused on acquiring and improving industrial property in superior locations so that our portfolio reflects a higher level of quality and functionality, on average, as compared to typical available product within the markets within which we operate. We also believe the quality and entrepreneurial approach demonstrated by our team of real estate professionals actively managing our properties and our tenants enables the potential to outcompete within our markets that we believe are generally otherwise owned by more passive, less-focused real estate owners. General Market Conditions The following general market conditions have been sourced from third-party market data and do not necessarily reflect the results of our portfolio. For our portfolio specific results see “—Rental Revenues” and “—Results of Operations” below. In Los Angeles County, vacancy increased year-over-year to 2.1% and average asking lease rates were flat year-over-year after increasing by 76% over the prior three year period. Occupancy generally remains at high levels and new development is limited by a lack of land availability and an increase in land and development costs. In Orange County, market fundamentals remained strong during 2023. Average asking lease rates increased year-over-year and vacancy increased year- over-year to 1.2%, remaining at near record low vacancy levels. Market conditions are expected to be favorable over the long-term due to steady demand and the continued low availability of industrial product in this region. In the Inland Empire West, which contains infill markets in which we operate, there was a trend of post-COVID normalization throughout 2023. Vacancy increased year-over-year to 5.0% and average taking lease rates decreased. The increased vacancy was primarily due to an increase in supply of units over 100,000 square feet that do not generally compete with our 30,000 average square foot spaces in the Inland Empire West market. In contrast, vacancy in the Company’s Same Property 60 Portfolio for the Inland Empire West improved by 50 basis points compared to the prior year driven by the Company’s limited exposure to unit sizes above 100,000 square feet. Overall supply under construction in the Inland Empire West market declined significantly in the fourth quarter of 2023. We generally do not focus on properties located within the non-infill Inland Empire East sub-market where available land and the development and construction pipeline for new supply is substantial. In San Diego, vacancy increased year-over-year and average asking lease rates increased year-over-year. In Ventura County, vacancy increased year-over-year and average asking lease rates decreased year-over-year. Acquisitions and Value-Add Repositioning and Redevelopment of Properties The Company’s growth strategy comprises acquiring leased, stabilized properties as well as properties with value-add opportunities to improve functionality and to deploy our value-driven asset management programs in order to increase cash flow and value. Additionally, from time to time, we may acquire industrial outdoor storage sites, land parcels or properties with excess land for ground-up redevelopment projects. Acquisitions may comprise single property investments as well as the purchase of portfolios of properties, with transaction values ranging from approximately $10 million single property investments to portfolios potentially valued in the billions of dollars. The Company’s geographic focus remains infill Southern California. However, from time-to-time, portfolios could be acquired comprising a critical mass of infill Southern California industrial property that could include some assets located in markets outside of infill Southern California. In general, to the extent non-infill-Southern California assets were to be acquired as part of a larger portfolio, the Company may underwrite such investments with the potential to dispose such assets over a certain period of time in order to maximize its core focus on infill Southern California, while endeavoring to take appropriate steps to satisfy REIT safe harbor requirements to avoid prohibited transactions under REIT tax laws. Similarly, while our focus is owning and operating industrial properties in Southern California infill markets, occasionally an acquisition may include non-industrial properties, such as office and other uses, with the intent to reposition or redevelop the properties into industrial use or to dispose of the non-industrial assets in a manner intended to satisfy REIT safe harbor requirements to avoid prohibited transactions under REIT tax laws. A key component of our growth strategy is to acquire properties through off-market and lightly marketed transactions that are often operating at below- market occupancy or below-market rent at the time of acquisition or that have near-term lease roll-over or that provide opportunities to add value through functional or physical repositioning and improvements. Through various repositioning, redevelopment, and professional leasing and marketing strategies, we seek to increase the properties’ functionality and attractiveness to prospective tenants and, over time, to stabilize the properties at occupancy rates that meet or exceed market rates. A repositioning can provide a range of property improvements. This may include a complete structural renovation of a property whereby we convert large underutilized spaces into a series of smaller and more functional spaces, or it may include the creation of additional square footage, the modernization of the property site, the elimination of functional obsolescence, the addition or enhancement of loading areas and truck access, the enhancement of fire-life-safety systems or other accretive improvements, in each case designed to improve the cash flow and value of the property. We have a number of significant repositioning properties, which are individually presented in the tables below. A repositioning property that is considered significant is typically defined as a property where a significant amount of space is held vacant in order to implement capital improvements, the cost to complete repositioning work and lease-up is estimated to be greater than $1 million and the repositioning and lease-up time frame is estimated to be greater than six months. We also have a range of other spaces in repositioning, that due to their smaller size, relative scope, projected repositioning costs or relatively nominal amount of down-time, are not presented below, however, in the aggregate, may be substantial (and which we refer to as “other repositioning projects”). A repositioning is generally considered complete once the investment is fully or nearly fully deployed and the property is available for occupancy. Because each repositioning effort is unique and determined based on the property, targeted tenants and overall trends in the general market and specific submarket, the timing and effect of the repositioning on our rental revenue and occupancy levels will vary, and, as a result, will affect the comparison of our results of operations from period to period with limited predictability. A redevelopment property is defined as a property where we plan to fully or partially demolish an existing building(s) due to building obsolescence and/or a property with excess or vacant land where we plan to construct a ground-up building. As of December 31, 2023, 27 of our properties were under current repositioning or redevelopment and four of our properties were in the lease-up stage. In addition, we have a pipeline of 16 additional properties for which we anticipate beginning repositioning/redevelopment construction work between the first quarter of 2024 and the second quarter of 2025. The tables below set forth a summary of these properties, as well as the properties that were most recently stabilized in 2022 and 2023, as the timing of these stabilizations have a direct impact on our current and comparative results of operations. Furthermore, we estimate that we have up to approximately 5.0 million rentable square feet of additional repositioning/redevelopment projects 61 embedded in our portfolio that are not currently listed in the tables below. We consider a repositioning/redevelopment property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed. Property (Submarket) Current Repositioning: 444 Quay Avenue (South Bay) 500 Dupont Avenue (IE - West) 11308-11350 Penrose Street (SF Valley) 4039 Calle Platino (North County SD) 8902-8940 Activity Road (Central SD) 2880 Ana Street (South Bay) 14434-14527 San Pedro Street (South Bay) 29120 Commerce Center Drive (SF Valley) 263-321 Gardena Blvd (South Bay) Total Current Repositioning Lease-Up - Repositioning 8210-8240 Haskell Avenue (SF Valley) 20851 Currier Road (SG Valley) 9755 Distribution Avenue (Central SD) Total Lease-up (Repositioning) Future Repositioning: 17311 Nichols Lane (OC West) East 27th Street (Central LA) 19301 Santa Fe Avenue (South Bay) 122-125 N. Vinedo Avenue (SF Valley) 1020 Bixby Drive (SG Valley) 12907 Imperial Highway (Mid-Counties) 17000 Kingsview (South Bay) 29125 Avenue Paine (SF Valley) East 46th Street (Central LA) 3131 Harcourt Street (South Bay) 14400 Figueroa Street (South Bay) 8985 Crestmar Point (Central SD) Total Future Repositioning Total Property Rentable Square Feet (2) Market Repositioning/ Lease-up Rentable Square Feet (2) Estimated Construction Period (1) Start Completion Total Property Leased % at 12/31/23 1Q-2023 1Q-2023 1Q-2023 2Q-2023 3Q-2023 3Q-2023 3Q-2023 3Q-2023 4Q-2023 1Q-2024 1Q-2024 1Q-2024 1Q-2024 1Q-2024 2Q-2024 2Q-2025 4Q-2025 3Q-2024 (3) 100% —% 53% 70% (4) 98% —% —% 100% —% (5) 1Q-2022 1Q-2023 2Q-2023 1Q-2023 2Q-2023 4Q-2023 28% —% 50% 1Q-2024 1Q-2024 1Q-2024 1Q-2024 1Q-2024 1Q-2024 1Q-2024 1Q-2024 2Q-2024 3Q-2024 3Q-2024 4Q-2024 2Q-2024 4Q-2024 4Q-2024 4Q-2024 4Q-2024 4Q-2024 1Q-2025 3Q-2025 2Q-2025 3Q-2025 4Q-2025 3Q-2025 100% 43% 76% 100% 100% 100% 100% (6) 100% 100% 100% —% 87% 26,700 274,852 71,547 73,696 13,950 LAND 58,094 135,258 55,238 709,335 52,934 59,412 23,726 136,072 104,182 126,563 LAND 48,381 56,915 101,080 100,121 176,107 78,928 34,000 56,700 53,395 936,372 LA SB LA SD SD LA LA LA LA LA LA SD OC LA LA LA LA LA LA LA LA LA LA SD 26,700 274,852 151,011 143,552 112,876 LAND 58,094 135,258 55,238 957,581 52,934 59,412 47,666 160,012 104,182 300,389 LAND 48,381 56,915 101,080 100,121 176,107 190,663 34,000 56,700 53,395 1,221,933 – See footnotes starting on page 64 – 62 Property (Submarket) Estimated Construction Period (1) Estimated Redevelopment Rentable Square Feet (7) Market Start Completion Total Property Leased % at 12/31/23 (8) Current Redevelopment: 1055 Sandhill Avenue (South Bay) 9615 Norwalk Boulevard (Mid-Counties) 9920-10020 Pioneer Blvd (Mid-Counties) 1901 Via Burton (North OC) 3233 Mission Oaks Boulevard (Ventura) 6027 Eastern Avenue (Central LA) 8888-8992 Balboa Avenue (Central SD) 2390-2444 American Way (North OC) 12118 Bloomfield Avenue (Mid-Counties) 4416 Azusa Canyon Road (SG Valley) 3071 Coronado Street (North OC) 15010 Don Julian Road (SG Valley) 21515 Western Avenue (South Bay) 12772 San Fernando Road (SF Valley) 19900 Plummer Street (SF Valley) 17907-18001 Figueroa Street (South Bay) Rancho Pacifica - Building 5 (South Bay) 1500 Raymond Avenue (North OC) (9) Total Current Redevelopment Lease-up (Redevelopment): 12752-12822 Monarch St. (West OC) (10) Total Lease-up (Redevelopment) Future Redevelopment: 13711 Freeway Drive (Mid-Counties) 14940 Proctor Road (SG Valley) 7815 Van Nuys Blvd (SF Valley) 404-430 Berry Way (North OC) Total Future Redevelopment LA LA LA OC VC LA SD OC LA LA OC LA LA LA LA LA LA OC OC LA LA LA OC 127,857 201,571 162,231 139,449 117,358 93,498 123,488 100,483 109,447 130,063 105,173 219,242 84,100 143,421 79,900 76,722 76,500 138,497 2,229,000 163,864 163,864 104,500 165,537 77,000 147,000 494,037 3Q-2021 3Q-2021 4Q-2021 1Q-2022 2Q-2022 3Q-2022 3Q-2022 4Q-2022 4Q-2022 4Q-2022 1Q-2023 1Q-2023 2Q-2023 3Q-2023 3Q-2023 4Q-2023 4Q-2023 4Q-2023 2Q-2024 1Q-2025 2Q-2024 2Q-2024 2Q-2024 3Q-2024 3Q-2024 2Q-2024 4Q-2024 4Q-2024 1Q-2024 1Q-2025 1Q-2025 3Q-2024 4Q-2024 4Q-2024 4Q-2024 1Q-2025 —% —% —% —% —% —% —% —% —% —% —% —% —% —% —% —% —% —% 1Q-2022 2Q-2023 See note (10) 2Q-2024 3Q-2024 3Q-2024 2Q-2025 3Q-2025 4Q-2025 4Q-2025 3Q-2026 100% 100% 88% 16% – See footnotes starting on page 64 – 63 (11) (12) Property Stabilized: 12821 Knott Street (West OC) 12133 Greenstone Avenue (Mid-Counties) 14100 Vine Place (Mid-Counties) 15601 Avalon Boulevard (South Bay) 19431 Santa Fe Avenue (South Bay) 2800 Casitas Avenue (SF Valley) Total 2023 Stabilized 29025-29055 Avenue Paine (San Fernando Valley) 900 East Ball Road (North OC) 11600 Los Nietos Road (Mid-Counties) 3441 MacArthur Blvd. (OC Airport) 415-435 Motor Avenue (SG Valley) 15650-15700 Avalon Blvd. (South Bay) 19475 Gramercy Place (South Bay) Total 2022 Stabilized Market OC LA LA LA LA LA LA OC LA OC LA LA LA Stabilized Rentable Square Feet 165,171 LAND 122,514 86,879 LAND 116,158 490,722 111,260 62,607 106,251 124,102 94,321 98,259 47,712 644,512 Stabilized Period 2Q-2023 2Q-2023 2Q-2023 2Q-2023 4Q-2023 4Q-2023 1Q-2022 2Q-2022 3Q-2022 3Q-2022 4Q-2022 4Q-2022 4Q-2022 Total Property Leased % at 12/31/23 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% (1) The estimated construction start period is the period we anticipate starting physical construction on a project. Prior to physical construction, we engage in pre-construction activities, which include design work, securing permits or entitlements, site work, and other necessary activities preceding construction. The estimated completion period is our current estimate of the period in which we will have substantially completed a project and the project is made available for occupancy. We expect to update our timing estimates on a quarterly basis. The estimated construction period is subject to change as a result of a number of factors including but not limited to permit requirements, delays in construction (including delays related to supply chain backlogs), changes in scope, and other unforeseen circumstances. (2) “Total Property Rentable Square Feet” is the total rentable square footage of the entire property or particular building(s) (footnoted if applicable) under repositioning/lease-up. “Repositioning/Lease-up Rentable Square Feet” is the actual rentable square footage that is subject to repositioning at the property/building, and may be less than Total Property Rentable Square Feet. (3) As of December 31, 2023, 444 Quay has been leased and the tenant is expected to take occupancy in the second quarter of 2024. (4) As of December 31, 2023, 8902 Activity Road has been leased and the tenants are expected to take occupancy in the first quarter of 2024. (5) As of December 31, 2023, 29120 Commerce Center Drive has been leased on a short-term basis through June 30, 2025. We are currently performing repositioning work around the short-term tenant. (6) As of December 31, 2023, 29125 Avenue Paine has been leased on a short-term basis through June 30, 2025. We are planning to perform repositioning work around the short-term tenant. (7) Represents the estimated rentable square footage of the project upon completion of redevelopment. (8) As of December 31, 2023, 3233 Mission Oaks Boulevard comprises 409,217 rentable square feet that are currently occupied and not being redeveloped. We plan to construct one new building comprising 117,358 rentable square feet. We are also performing site work across the entire project. At completion, the total project will contain 526,575 rentable square feet. (9) Rancho Pacifica Building 5 is located at 2370-2398 Pacifica Place and comprises one building totaling 51,594 rentable square feet, out of six buildings at our Rancho Pacifica Park property, which has a total of 1,111,885 rentable square feet. We are currently demolishing the existing building and plan to construct a new building comprising approximately 76,500 rentable square feet in its place. (10) As of December 31, 2023, 12752-12822 Monarch Street comprises 275,189 rentable square feet. The project includes 111,325 rentable square feet with tenants in-place that were not redeveloped. We repositioned 65,968 rentable square feet, and demolished 99,925 rentable square feet and constructed a new 97,896 rentable square feet building in its place. (11) We consider a repositioning property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from 64 the date construction work is completed. (12) At 12821 Knott Street, we are repositioning the existing 120,800 rentable square foot building and constructing approximately 45,000 rentable square feet of new warehouse space. Capitalized Costs Properties that are nonoperational as a result of repositioning or redevelopment activity may qualify for varying levels of interest, insurance and real estate tax capitalization during the redevelopment and construction period. An increase in our repositioning and redevelopment activities resulting from value-add acquisitions could cause an increase in the asset balances qualifying for interest, insurance and tax capitalization in future periods. We capitalized $23.6 million of interest expense and $7.1 million of insurance and real estate tax expense during the year ended December 31, 2023, related to our repositioning and redevelopment projects. Construction Costs and Timing Recent inflationary and supply chain pressures have led to increased construction materials and labor costs, which when combined with longer lead times for governmental approvals and entitlements, have led to an overall increase in budgeted and actual construction costs as well as delays in starting and completing certain of our redevelopment projects. While low vacancy in our markets and continued rent growth (see “—Leasing Activity and Rental Rates” below) has helped to mitigate some of the impact of rising construction costs and project delays, additional increases in costs, further delays or declining market rents could result in a lower expected yield on our redevelopment projects, which could negatively impact our future earnings. Rental Revenues Our operating results depend primarily upon generating rental revenue from the properties in our portfolio. The amount of rental revenue generated by these properties is affected by our ability to maintain or increase occupancy levels and rental rates at our properties, which will depend upon our ability to lease vacant space and re-lease expiring space at favorable rates. Occupancy Rates As of December 31, 2023, our consolidated portfolio, inclusive of space in repositioning as described in the subsequent paragraph, was approximately 94.1% occupied, while our stabilized consolidated portfolio exclusive of such space was approximately 97.6% occupied. We believe the opportunity to increase occupancy at our properties will be an important driver of future revenue growth. An opportunity to drive this growth will derive from the completion and lease-up of repositioning and redevelopment projects that are currently under construction. As summarized in the tables under “Acquisitions and Value-Add Repositioning and Redevelopment of Properties” above, as of December 31, 2023, 27 of our properties with a combined 2.9 million of estimated rentable square feet at completion are under current repositioning or redevelopment, four properties with a combined 0.3 million rentable square feet are in lease-up, and we have a near-term pipeline of 16 repositioning and redevelopment projects with a combined 1.4 million of estimated rentable square feet at completion. Additionally, as of December 31, 2023, we had 0.4 million rentable square feet of other repositioning projects. Vacant space at these properties is concentrated in our Los Angeles, Orange County and San Bernardino markets and represents 3.5% of our total consolidated portfolio square footage as of December 31, 2023. Including vacant space at these properties, our weighted average occupancy rate as of December 31, 2023, in our Los Angeles, Orange County and San Bernardino markets was 95.4%, 92.4% and 90.8%, respectively. Excluding vacant space at these properties, our weighted average occupancy rate as of December 31, 2023, in these markets was 98.0%, 99.9% and 95.8%, respectively. We believe that an important portion of our long-term future growth will come from the completion of these projects currently under or scheduled for repositioning/redevelopment, as well as through the identification or acquisition of new opportunities for repositioning and redevelopment, whether in our existing portfolio or through new investments, which may vary from period to period subject to market conditions. The occupancy rate of properties not undergoing repositioning is affected by regional and local economic conditions in our Southern California infill markets. Although there has been a post-COVID normalization of market vacancy over the past year, the Los Angeles, Orange County, San Bernardino and San Diego markets still have low vacancy, resulting from healthy tenant demand combined with low product availability. Accordingly, our properties in these markets have generally exhibited a similar trend. We believe that general market conditions will remain healthy in 2023, and the long-term opportunity to increase occupancy and rental rates at our properties will be an important driver of future revenue growth. 65 Leasing Activity and Rental Rates The following tables set forth our leasing activity for new and renewal leases on a quarterly basis for the year ended December 31, 2023: Quarter Q1-2023 Q2-2023 Q3-2023 Q4-2023 Total/Weighted Average Number of Leases Rentable Square Feet 54 53 57 47 211 522,288 961,235 862,420 727,886 3,073,829 Renewal Leases Weighted Average Lease Term (in years) Effective Rent Per Square (1) Foot 4.1 $ 4.3 $ 2.1 $ 4.0 $ 22.02 20.72 21.54 19.51 Number of Leases 68 76 47 57 Rentable Square Feet 1,254,005 1,165,452 667,179 1,196,023 Quarter Q1-2023 Q2-2023 Q3-2023 Q4-2023 Total/Weighted Average 248 4,282,659 3.8 $ 20.89 New Leases Weighted Average Lease Term (in years) Effective Rent Per Square Foot (1) 3.6 $ 5.8 $ 4.5 $ 4.1 $ 4.6 $ 21.41 21.67 18.82 23.38 21.23 GAAP Leasing Spreads (2)(5) Cash Leasing Spreads (3)(5) 74.9 % 100.2 % 60.5 % 66.4 % 76.8 % 54.5 % 76.8 % 49.1 % 48.5 % 57.9 % GAAP Leasing Spreads (2)(4) 108.8 % 83.8 % 74.0 % 47.8 % 80.2 % Cash Leasing (3)(4) Spreads 87.6 % 66.9 % 56.0 % 31.8 % 62.0 % Expiring Leases Retention % (7) Number of Leases 136 144 110 127 Rentable Square (6) Feet 2,461,943 2,065,869 1,653,111 2,193,335 517 8,374,258 Rentable Square Feet 83.3 % 70.9 % 61.7 % 76.6 % 74.1 % (1) Effective rent per square foot is the average base rent calculated in accordance with GAAP, over the term of the lease, expressed in dollars per square foot per year. Includes all new and renewal leases that were executed during each respective quarter. (2) Calculated as the change between GAAP rents, which straightlines rental rate increases and abatements, for new or renewal leases and the expiring GAAP rents (excluding the impact of amortization of intangible assets or liabilities) on the expiring leases for the same space. (3) Calculated as the change between starting cash rents, excluding any abatements, for new or renewal leases and the expiring cash rents on the expiring leases for the same space. (4) The GAAP and cash re-leasing spreads for new leases executed during the year ended December 31, 2023, exclude 69 leases aggregating 2,015,122 rentable square feet for which there was no comparable lease data. Of these 69 excluded leases, 41 leases aggregating 1,107,007 rentable square feet were recently repositioned/redeveloped space. Comparable leases generally exclude: (i) space that has never been occupied under our ownership, (ii) recently repositioned/redeveloped space, (iii) space that has been vacant for over one year or (iv) space with lease terms shorter than six months. (5) The GAAP and cash re-leasing rent spreads for renewal leases executed during the year ended December 31, 2023, exclude 13 leases with 501,165 rentable square feet. (6) Includes leases totaling 1,966,564 rentable square feet that expired during the year ended December 31, 2023, for which the space has been or will be placed into repositioning (including “other repositioning project”) or redevelopment. (7) Retention is calculated as renewal lease square footage plus relocation/expansion square footage, divided by the square footage of leases expiring during the period. Retention excludes square footage related to the following: (i) expiring leases associated with space that is placed into repositioning (including “other repositioning project”) after the tenant vacates, (ii) early terminations with pre-negotiated replacement leases and (iii) move outs where space is directly leased by subtenants. 66 Our leasing activity is impacted both by our repositioning and redevelopment efforts, as well as by market conditions. While we reposition a property, its space may become unavailable for leasing until completion of our repositioning efforts. As of December 31, 2023, we have 27 current repositioning/redevelopment projects with estimated construction completion periods ranging from the first quarter of 2024 through the fourth quarter of 2025, and an additional 16 repositioning and redevelopment projects in our pipeline with estimated completion dates through the third quarter of 2026. We expect these properties to have positive impacts on our leasing activity and revenue generation as we complete our value-add plans and place these properties in service. Scheduled Lease Expirations Our ability to re-lease space subject to expiring leases is affected by economic and competitive conditions in our markets and by the relative desirability of our individual properties, which may impact our results of operations. As of December 31, 2023, 1.1 million rentable square feet of our portfolio was available for lease, 1.6 million rentable square feet of vacant space was under repositioning/redevelopment or in the lease-up stage and leases representing 0.4 million rentable square feet of our portfolio expired on December 31, 2023. Additionally, leases representing 13.9% and 16.6% of the aggregate rentable square footage of our portfolio are scheduled to expire during the years ending December 31, 2024 and 2025, respectively. During the year ended December 31, 2023, we renewed 248 leases for 4.3 million rentable square feet, resulting in a 74.1% retention rate. Our retention rate during the period was impacted by the combination of low vacancy and high demand in many of our key markets. New and renewal leases signed during the current year had a weighted average term of 4.6 and 3.8 years, respectively, and we expect future new and renewal leases to have similar terms. The leases scheduled to expire during the years ending December 31, 2024 and 2025, represent 12.8% and 16.5%, respectively, of the total annualized base rent for our portfolio as of December 31, 2023. We estimate that, on a weighted average basis, in-place rents of leases scheduled to expire in 2024 and 2025 are currently below current market asking rates, although individual units or properties within any particular submarket may currently be leased either above, below, or at the current market asking rates within that submarket. As described under “Market and Portfolio Fundamentals” above, while market indicators, including changes in vacancy rates and average asking lease rates, varied by market and showed signs of a post-pandemic normalizing of tenant demand, overall there was continued low market vacancy and pervasive supply and demand imbalance across our submarkets, which continues to support favorable long-term market fundamentals. Conditions in Our Markets The properties in our portfolio are located primarily in Southern California infill markets. Positive or negative changes in economic or other conditions, high persistent inflation and adverse weather conditions and natural disasters in this market may affect our overall performance. Property Expenses Our property expenses generally consist of utilities, real estate taxes, insurance, site repair and maintenance costs, and the allocation of overhead costs. For the majority of our properties, our property expenses are recovered, in part, by either the triple net provisions or modified gross expense reimbursements in tenant leases. The majority of our leases also comprise contractual three percent or greater annual rental rate increases meant, in part, to help mitigate potential increases in property expenses over time. However, the terms of our leases vary and, in some instances, we may absorb property expenses. Our overall financial results will be impacted by the extent to which we are able to pass-through property expenses to our tenants. Taxable REIT Subsidiary As of December 31, 2023, our Operating Partnership indirectly and wholly owns Rexford Industrial Realty and Management, Inc., which we refer to as our services company. We have elected, together with our services company, to treat our services company as a taxable REIT subsidiary for federal income tax purposes. A taxable REIT subsidiary generally may provide non-customary and other services to our tenants and engage in activities that we or our subsidiaries (other than a taxable REIT subsidiary) may not engage in directly without adversely affecting our qualification as a REIT, provided a taxable REIT subsidiary may not operate or manage a lodging facility or health care facility or provide rights to any brand name under which any lodging facility or health care facility is operated. We may form additional taxable REIT subsidiaries in the future, and our Operating Partnership may contribute some or all of its interests in certain wholly owned subsidiaries or their assets to our services company. Any income earned by our taxable REIT subsidiaries will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to 67 federal income tax and state and local income tax (where applicable) as a regular corporation, the income earned by our taxable REIT subsidiaries generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries. Our taxable REIT subsidiary is a C-corporation subject to federal and state income tax. However, it has a cumulative unrecognized net operation loss carryforward and therefore there is no income tax provision for the years ended December 31, 2023 and 2022. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for the reporting periods. Actual amounts may differ from these estimates and assumptions. We have summarized below those accounting policies that require material subjective or complex judgments and that have the most significant impact on financial condition and results of operations. Management evaluates these estimates on an ongoing basis, based upon information currently available and on various assumptions that it believes are reasonable as of the date hereof. In addition, other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our results of operations and financial condition to those of other companies. A critical accounting policy is one that is both important to the portrayal of an entity’s financial condition and results of operations and requires judgment on the part of management. Generally, the judgment requires management to make estimates and assumptions about the effect of matters that are inherently uncertain. Estimates are prepared using management’s best judgment, after considering past and current economic conditions and expectations for the future. Changes in estimates could affect our financial position and specific items in our results of operations that are used by the users of our financial statements in their evaluation of our performance. The following critical accounting policies discussion reflects what we believe are the most significant estimates, assumptions, and judgments used in the preparation of our consolidated financial statements. For further discussion of our significant accounting policies and discussion of new accounting pronouncements (if applicable), see “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements under Item 15 of this report on Form 10-K. Investment in Real Estate We evaluated the acquisitions that we completed during the years ended December 31, 2023 and 2022, and determined that these transactions should be accounted for as asset acquisitions. Our acquisitions of properties generally no longer meet the revised definition of a business under Accounting Standards Update 2017-01, Business Combinations - Clarifying the Definition of a Business, and accordingly are accounted for as asset acquisitions. For asset acquisitions, we allocate the cost of the acquisition, which includes the purchase price and associated acquisition transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. These individual assets and liabilities typically include land, building and improvements, tenant improvements, intangible assets and liabilities related to above- and below-market leases, intangible assets related to in-place leases, and from time to time, assumed debt. Our estimates for the fair value of the individual assets acquired and liabilities assumed are subject to uncertainty given the significant assumptions used to determine their fair value. The use of different assumptions in the determination of fair value could significantly affect the reported amounts of the allocation of our acquisition related assets and liabilities and the related depreciation and amortization expense recorded for such assets and liabilities. In addition, because the value of above- and below-market leases are amortized as either a reduction or increase to rental income, respectively, our judgments for these intangibles could have a significant impact on our reported rental revenues and results of operations. Our estimation process and the valuation model we use to determine the fair value of the individual assets acquired and liabilities assumed are discussed in more detail in “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 15 of this Report on Form 10-K. Impairment of Long-Lived Assets In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360: Property, Plant, and Equipment, we assess the carrying values of our respective long-lived assets, including right-of use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Impairment of the carrying value of long-lived assets are subject to uncertainty associated with forecasting future cash flows for measuring recoverability. Recoverability of real estate assets and other long-lived assets is measured by comparison of 68 the carrying amount of the asset to the estimated future undiscounted cash flows. Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions or our intent with respect to our investment that occur subsequent to our impairment analyses could impact these assumptions and result in future impairment of our real estate properties. See “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding our estimation process for impairment of long-lived assets. Valuation of Operating Lease Receivables We may be subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables. We perform an assessment of the collectability of operating lease receivables on a tenant-by-tenant basis, which includes reviewing the age and nature of our receivables, the payment history and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations and the status of negotiations of any disputes with the tenant. Accordingly, assumptions used to estimate collectability of operating lease receivables can change from period to period based on the tenants’ payment history, financial condition and other tenant specific factors. An increase or decrease in our assessment of the uncollectible amount for an operating lease receivable by $1,000 will have an opposite impact of an equivalent amount on our rental income in the consolidated statements of operations. See “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding valuation of operating lease receivables. Equity Based Compensation We account for equity-based compensation in accordance with ASC Topic 718: Compensation – Stock Compensation. Total compensation cost for all share-based awards is based on the estimated fair market value on the grant date. The grant date fair value for equity awards that contain market-based vesting conditions (such as the Company’s total shareholder return (“TSR”) or the Company’s TSR relative to the TSR of a selected peer group of companies) are performed using complex pricing valuation models, specifically a Monte Carlo simulation pricing model, that require the input of assumptions, including judgments to estimate expected stock price volatility and expected dividend yield. For equity awards that contain performance-based vesting conditions (such as the Company’s FFO per share growth) we recognize compensation cost based on the number of awards that are expected to vest based on the probable outcome of the performance condition over the performance period. If factors change causing different assumptions to be made on the number of awards expected to vest, estimated compensation expense may differ significantly from that recorded in the current period but ultimately, the compensation cost for these awards will be adjusted in future periods to reflect the actual number of awards that vest. See “Note 2 – Summary of Significant Accounting Policies” and “Note 14 – Incentive Award Plan” to our consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding our estimation process for equity-based compensation. Results of Operations Our consolidated results of operations are often not comparable from period to period due to the effect of (i) property acquisitions, (ii) property dispositions and (iii) properties that are taken out of service for repositioning or redevelopment during the comparative reporting periods. Our “Total Portfolio” represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions, dispositions and repositioning/redevelopment and to highlight the operating results of our on-going business, we have separately presented the results of our “Same Property Portfolio.” Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 For the comparison of the years ended December 31, 2023 and 2022, our Same Property Portfolio includes all properties in our industrial portfolio that were wholly-owned by us for the period from January 1, 2022 through December 31, 2023, and that were stabilized prior to January 1, 2022, which consisted of buildings aggregating approximately 32.5 million rentable square feet at 254 of our properties. Results for our Same Property Portfolio exclude any properties that were acquired or sold during the period from January 1, 2022 through December 31, 2023, properties or buildings classified as current or future repositioning (including select buildings in “other repositioning”), redevelopment or lease-up during 2022 or 2023, interest income, interest expense and corporate general and administrative expenses. For the comparison of the years ended December 31, 2023 and 2022, our Total Portfolio includes the properties in our Same Property Portfolio, the 80 properties aggregating approximately 10.2 million rentable square feet that were acquired during 2023 and 2022, and the three properties aggregating approximately 0.2 million rentable square feet that were sold during 2023 and 2022. 69 As of December 31, 2023 and 2022, our Same Property Portfolio occupancy was approximately 97.5% and 98.1%, respectively. For the years ended December 31, 2023 and 2022, our Same Property Portfolio weighted average occupancy was approximately 97.8% and 98.5%, respectively. Same Property Portfolio Total Portfolio Year Ended December 31, 2023 2022 Increase/ (Decrease) % Change Year Ended December 31, 2023 2022 Increase/ (Decrease) % Change ($ in thousands) $ 551,644 $ 512,984 $ — — 551,644 125,380 — 149,835 — — 512,984 118,992 — 150,515 275,215 269,507 — — 275,215 — — — — 269,507 — — $ 276,429 $ 243,477 $ 38,660 — — 38,660 6,388 — (680) 5,708 — — 5,708 — — 32,952 7.5 % $ — % — % 7.5 % 791,383 $ 682 5,761 797,826 630,578 $ 616 10 631,204 5.4 % — % (0.5)% 184,479 75,027 244,510 150,503 64,264 196,794 160,805 66 5,751 166,622 33,976 10,763 47,716 25.5 % 10.7 % 57,510.0 % 26.4 % 22.6 % 16.7 % 24.2 % 2.1 % 504,016 411,561 92,455 22.5 % — % — % 2.1 % — % — % 13.5 % $ 1,820 61,400 567,236 — 19,001 249,591 $ 1,561 48,496 461,618 (915) 8,486 177,157 $ 259 12,904 105,618 915 10,515 72,434 16.6 % 26.6 % 22.9 % (100.0)% 123.9 % 40.9 % REVENUES Rental income Management and leasing services Interest income TOTAL REVENUES OPERATING EXPENSES Property expenses General and administrative Depreciation and amortization TOTAL OPERATING EXPENSES OTHER EXPENSE Other expenses Interest expense TOTAL EXPENSES Loss on extinguishment of debt Gains on sale of real estate NET INCOME Rental Income The following table reports the breakdown of 2023 and 2022 rental income, as reported prior to the adoption of Accounting Standards Codification Topic 842, Leases (“ASC 842”) (dollars in thousands). We believe that the below presentation of rental income is not, and is not intended to be, a presentation in accordance with GAAP. We are presenting this information because we believe it is frequently used by management, investors, securities analysts and other interested parties to evaluate the Company’s performance. Same Property Portfolio Total Portfolio Category Rental revenue Tenant reimbursements Other income (3) (1) (2) Rental income Year Ended December 31, 2023 2022 $ 457,217 $ 423,224 $ 92,774 1,653 88,298 1,462 $ 551,644 $ 512,984 $ Increase/(Decrease) 33,993 4,476 191 38,660 % Change 8.0 % $ 5.1 % 13.1 % 7.5 % $ Year Ended December 31, 2023 656,101 $ 133,004 2,278 791,383 $ 2022 522,419 $ 106,227 1,932 630,578 $ Increase/(Decrease) 133,682 26,777 346 160,805 % Change 25.6 % 25.2 % 17.9 % 25.5 % Our Same Property Portfolio and Total Portfolio rental income increased by $38.7 million, or 7.5%, and $160.8 million, or 25.5%, respectively, during the year ended December 31, 2023, compared to the year ended December 31, 2022, for the reasons described below: 70 (1) Rental Revenue Our Same Property Portfolio and Total Portfolio rental revenue increased by $34.0 million, or 8.0%, and $133.7 million, or 25.6%, respectively, for the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase in our Same Property Portfolio rental revenue is primarily due to an increase in average rental rates on new and renewal leases, partially offset by a decrease in occupancy rates, a decrease of $2.0 million in amortization of net below-market lease intangibles and an increase of $1.9 million in bad debt write-offs and reserves for tenant receivables not deemed probable of collection. Our Total Portfolio rental revenue was also positively impacted by the incremental revenues from the 80 properties we acquired during 2022 and 2023, partially offset by the decrease in revenues from the three properties that were sold during 2022 and 2023. (2) Tenant Reimbursements Our Same Property Portfolio and Total Portfolio tenant reimbursements revenue increased by $4.5 million, or 5.1%, and $26.8 million or 25.2%, respectively, for the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase in our Same Property Portfolio tenant reimbursements revenue is primarily due to higher reimbursable property tax expenses mainly relating to California Proposition 13 annual increases and higher reimbursable insurance expenses due to higher overall premiums. Our Total Portfolio tenant reimbursements revenue was also impacted by the incremental reimbursements from the 80 properties we acquired during 2022 and 2023. (3) Other Income Our Same Property Portfolio and Total Portfolio other income increased by $0.2 million, or 13.1%, and $0.3 million, or 17.9%, respectively, for the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to an increase in fees charged for late rental payments and an increase in miscellaneous income. Management and Leasing Services Our Total Portfolio management and leasing services revenue increased by $0.1 million, or 10.7%, for the year ended December 31, 2023, compared to the year ended December 31, 2022. Interest Income Our Total Portfolio interest income increased from $10 thousand for the year ended December 31, 2022 to $5.8 million for the year ended December 31, 2023, due to the following: (i) a $3.9 million increase due to an increase in the average cash balance invested in money market accounts and higher interest rates and (ii) a $1.8 million increase related to interest earned on the $125.0 million loan that we originated on October 26, 2023. Property Expenses Our Same Property Portfolio and Total Portfolio property expenses increased by $6.4 million, or 5.4%, and $34.0 million, or 22.6%, respectively, during the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase in our Same Property Portfolio property expenses is primarily due to increases in property tax expense mainly related to California Proposition 13 annual increases, allocated overhead costs driven by a higher employee headcount and rising labor costs, repairs and maintenance expenses and insurance expense as a result of higher overall premiums. Our Total Portfolio property expenses were also impacted by incremental expenses from the 80 properties we acquired during 2022 and 2023, partially offset by the decrease in property expenses from the three properties that were sold during 2022 and 2023. General and Administrative Our Total Portfolio general and administrative expenses increased by $10.8 million, or 16.7% for the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase is primarily due to increases in non-cash equity compensation expense, primarily related to performance unit equity grants made in 2022, payroll related costs and accrued bonus expense due to a higher employee headcount and rising labor costs. 71 Depreciation and Amortization Our Same Property Portfolio depreciation and amortization expense decreased by $0.7 million, or 0.5%, for the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to acquisition-related in-place lease intangibles and tenant improvements becoming fully depreciated at certain properties during 2022 and 2023, partially offset by an increase in depreciation expense related to capital improvements placed into service during 2022 and 2023 and an increase in amortization of deferred leasing costs. Our Total Portfolio depreciation and amortization expense increased by $47.7 million, or 24.2%, for the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to incremental expense from the 80 properties we acquired during 2022 and 2023, partially offset by the decrease in our Same Property Portfolio depreciation and amortization expense noted above. Other Expenses Our Total Portfolio other expenses increased by $0.3 million from $1.6 million for the year ended months ended December 31, 2022, to $1.8 million for the year ended months ended December 31, 2023, primarily due to a $0.2 million increase in construction demolition costs and a $0.2 million impairment charge recorded in 2023 to reduce the carrying value of the right-of-use asset in connection with the early termination of a sublease for one of our corporate office space leases, partially offset by a $0.2 million decrease in acquisition expenses. Interest Expense Our Total Portfolio interest expense increased by $12.9 million, or 26.6%, during the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase in interest expense is primarily comprised of the following: (i) $13.1 million related to the $400.0 million term loan facility borrowing we completed in July 2022 and the related interest rate swaps, (ii) $12.1 million related to the $300 Million Notes offering we completed in March 2023, and (iii) $5.3 million related to the $300.0 million term loan facility borrowing we completed in May 2022 and the related interest rate swaps. These increases were partially offset by the following decreases: (i) $11.4 million due to an increase in capitalized interest related to repositioning and redevelopment activity, (ii) $4.9 million due to a decrease in borrowings under our unsecured revolving credit facility, and (iii) $2.2 million related to the repayment of the $150.0 million term loan facility and termination of the related interest rate swap in May 2022. Loss on Extinguishment of Debt The loss on extinguishment of debt of $0.9 million for the year ended December 31, 2022, is comprised of the write-off of $0.7 million of unamortized debt issuance costs related to the $150 million unsecured term loan facility we repaid in May 2022 in advance of the May 2025 maturity date and the write-off of $0.2 million of unamortized debt issuance costs attributable to one of the creditors departing the unsecured revolving credit facility when we amended our senior unsecured credit agreement in May 2022. Gains on Sale of Real Estate During the year ended December 31, 2023, we recognized gains on sale of real estate of $19.0 million from the disposition of two properties that were sold for an aggregate gross sales price of $28.3 million. During the year ended December 31, 2022, we recognized gains on sale of real estate of $8.5 million from the disposition of one property that was sold for a gross sales price of $16.5 million. Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021 Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” in our Form 10-K for the year ended December 31, 2022, filed with the SEC on February 13, 2023, for a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021. 72 Non-GAAP Supplemental Measures: Funds From Operations and Core Funds From Operations We calculate funds from operations (“FFO”) attributable to common stockholders in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, and asset impairments, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends. We calculate “Core FFO” by adjusting FFO for non-comparable items outlined in the reconciliation below. We believe that Core FFO is a useful supplemental measure and that by adjusting for items that are not considered by us to be part of our on-going operating performance, provides a more meaningful and consistent comparison of our operating and financial performance period-over-period. Because these adjustments have a real economic impact on our financial condition and results from operations, the utility of Core FFO as a measure of our performance is limited. Other REITs may not calculate Core FFO in a consistent manner. Accordingly, our Core FFO may not be comparable to other REITs' core FFO. Core FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. “Company share of Core FFO” in the table below reflects Core FFO attributable to common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders (which consists of preferred stock dividends, but excludes non-recurring preferred stock redemption charges related to the write-off of original issuance costs which we do not consider reflective of our on-going performance). The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to FFO and Core FFO (unaudited and in thousands): Net income Adjustments: Depreciation and amortization Gains on sale of real estate Funds from operations (FFO) Adjustments: Acquisition expenses Impairment of right-of-use asset Loss on extinguishment of debt Amortization of loss on termination of interest rate swaps Non-capitalizable demolition costs Write-offs of below-market lease intangibles related to terminations (1) Core FFO Less: preferred stock dividends Less: Core FFO attributable to noncontrolling interests (3) Less: Core FFO attributable to participating securities (2) Company share of Core FFO 73 2023 Year Ended December 31, 2022 2021 249,591 $ 177,157 $ 136,246 244,510 (19,001) 475,100 $ 369 188 — 236 881 (1,318) 475,456 $ (9,258) (19,525) (1,844) 444,829 $ 196,794 (8,486) 365,465 $ 613 — 915 253 663 (5,792) 362,117 $ (9,258) (16,838) (1,282) 334,739 $ 151,269 (33,929) 253,586 94 992 505 2,169 — — 257,346 (12,563) (13,504) (943) 230,336 $ $ $ $ (1) Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term. (2) Noncontrolling interests represent (i) holders of outstanding common units of the Company's Operating Partnership that are owned by unit holders other than the Company and (ii) holders of Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units. (3) Participating securities include unvested shares of restricted stock, unvested LTIP units of partnership interest in our Operating Partnership and unvested performance units in our Operating Partnership. Non-GAAP Supplemental Measures: NOI and Cash NOI Net operating income (“NOI”) is a non-GAAP measure which includes the revenue and expense directly attributable to our real estate properties. NOI is calculated as rental income less property expenses (before interest expense, depreciation and amortization). We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense, general and administrative expenses, interest expense, gains (or losses) on sale of real estate and other non-operating items, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP. NOI on a cash-basis (“Cash NOI”) is a non-GAAP measure, which we calculate by adding or subtracting the following items from NOI: (i) amortization of above/(below) market lease intangibles and amortization of other deferred rent resulting from sale leaseback transactions with below market leaseback payments and (ii) straight-line rental revenue adjustments. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP. The following table sets forth the revenue and expense items comprising NOI and the adjustments to calculate Cash NOI (in thousands): Rental income Less: Property expenses Net Operating Income Above/(below) market lease revenue adjustments Straight line rental revenue adjustment Cash Net Operating Income 2023 Year Ended December 31, 2022 2021 $ $ $ 791,383 $ 184,479 606,904 $ (29,882) (36,587) 540,435 $ 630,578 $ 150,503 480,075 $ (31,209) (31,220) 417,646 $ 451,733 107,721 344,012 (15,443) (20,903) 307,666 74 The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI and Cash NOI (in thousands): Net income General and administrative Depreciation and amortization Other expenses Interest expense Loss on extinguishment of debt Management and leasing services Interest income Gains on sale of real estate Net Operating Income Above/(below) market lease revenue adjustments Straight line rental revenue adjustment Cash Net Operating Income Non-GAAP Supplemental Measure: EBITDAre 2023 Year Ended December 31, 2022 2021 $ $ $ 249,591 $ 75,027 244,510 1,820 61,400 — (682) (5,761) (19,001) 606,904 $ (29,882) (36,587) 540,435 $ 177,157 $ 64,264 196,794 1,561 48,496 915 (616) (10) (8,486) 480,075 $ (31,209) (31,220) 417,646 $ 136,246 48,990 151,269 1,297 40,139 505 (468) (37) (33,929) 344,012 (15,443) (20,903) 307,666 We calculate earnings before interest expense, income taxes, depreciation and amortization for real estate (“EBITDAre”) in accordance with the standards established by NAREIT. EBITDAre is calculated as net income (loss) (computed in accordance with GAAP), before interest expense, income tax expense, depreciation and amortization, gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business and adjustments for unconsolidated joint ventures. We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct measure of the actual operating results of our properties. We also use this measure in ratios to compare our performance to that of our industry peers. In addition, we believe EBITDAre is frequently used by securities analysts, investors and other interested parties in the evaluation of equity REITs. However, our industry peers may not calculate EBITDAre in accordance with the NAREIT definition as we do and, accordingly, our EBITDAre may not be comparable to our peers’ EBITDAre. Accordingly, EBITDAre should be considered only as a supplement to net income (loss) as a measure of our performance. The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to EBITDAre (in thousands): Net income Interest expense Depreciation and amortization Gains on sale of real estate EBITDAre Supplemental Guarantor Information 2023 Year Ended December 31, 2022 2021 $ $ 249,591 $ 61,400 244,510 (19,001) 536,500 $ 177,157 $ 48,496 196,794 (8,486) 413,961 $ 136,246 40,139 151,269 (33,929) 293,725 Subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the parent guarantee is “full and unconditional,” the subsidiary obligor is consolidated into the parent company’s consolidated financial statements and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. At December 31, 2023, the Operating Partnership had issued and outstanding $300.0 million of 5.000% Senior Notes due 2028 (the “$300 Million Notes due 2028”), 75 $400.0 million of 2.125% Senior Notes due 2030 (the “$400 Million Notes due 2030”) and $400 million of 2.15% Senior Notes due 2031 (the “$400 Million Notes due 2031”). The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the $300 Million Notes due 2028, $400 Million Notes due 2030 and $400 Million Notes due 2031 are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors. Financial Condition, Liquidity and Capital Resources Overview Our short-term liquidity requirements consist primarily of funds to pay for operating expenses, interest expense, general and administrative expenses, capital expenditures, tenant improvements and leasing commissions, and distributions to our common and preferred stockholders and holders of common units of partnership interests in our Operating Partnership (“OP Units”). We expect to meet our short-term liquidity requirements through available cash on hand, cash flow from operations, by drawing on our unsecured revolving credit facility and by issuing shares of common stock pursuant to the ATM program or issuing other securities as described below. Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through net cash flow from operations, proceeds from long-term secured and unsecured financings, borrowings available under our unsecured revolving credit facility, the issuance of equity securities, including preferred stock, and proceeds from selective real estate dispositions as we identify capital recycling opportunities. As of December 31, 2023, we had: • Outstanding fixed-rate and variable-rate debt with varying maturities for an aggregate principal amount of $2.2 billion, with $473.4 million due within 12 months (including the $400.0 unsecured term loan facility maturing on July, 19, 2024, which can be extended for two additional one-year terms at our option, and the $60.0 million secured term loan maturing on October 27, 2024, which can be extended for three one-year terms at our option); • • Total scheduled interest payments on our fixed rate debt and projected net interest payments on our variable rate debt and interest rate swaps of $315.4 million, of which $69.9 million is due within 12 months. Commitments of $245.9 million for tenant improvements under certain tenant leases and construction work related to obligations under contractual agreements with our construction vendors; and • Operating lease commitments with aggregate lease payments of $24.8 million, of which $2.3 million is due within 12 months. See “Note 6 – Notes Payable” to the consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding the scheduled principal payments. Also see “Note 7 – Leases” to the consolidated financial statements for further details regarding the scheduled operating lease payments. As of December 31, 2023, our cash and cash equivalents were $33.4 million, and we did not have any borrowings outstanding under our unsecured revolving credit facility, leaving $1.0 billion available for future borrowings. Sources of Liquidity Cash Flow from Operations Cash flow from operations is one of our key sources of liquidity and is primarily dependent upon: (i) the occupancy levels and lease rates at our properties, (ii) our ability to collect rent, (iii) the level of operating costs we incur and (iv) our ability to pass through operating expenses to our tenants. We are subject to a number of risks related to general economic and other unpredictable conditions, which have the potential to affect our overall performance and resulting cash flows from operations. However, based on our current portfolio mix and business strategy, we anticipate that we will be able to generate positive cash flows from operations. 76 ATM Program On February 17, 2023, we established an at-the-market equity offering program (“ATM program”) pursuant to which we are able to sell from time to time shares of our common stock having an aggregate sales price of up to $1.25 billion (the “2023 ATM Program”). The 2023 ATM Program replaces our previous $1.0 billion ATM program, which was established on May 27, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $834.6 million through February 17, 2023. In connection with our ATM programs, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under our ATM programs. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon physical settlement of an agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement. During the year ended December 31, 2023, we sold 449,227 shares of common stock directly through sales agents under the 2023 ATM Program at a weighted average price of $60.84 per share, for gross proceeds of $27.3 million, and net proceeds of $27.0 million, after deducting the sales agents’ fees. During the year ended December 31, 2023, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our 2023 ATM Program with respect to 5,137,392 shares of common stock at a weighted average initial forward price of $56.70 per share. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time we entered into forward equity sale agreements. During the year ended December 31, 2023, we physically settled a portion of the aforementioned 2023 forward equity sale agreements and the outstanding forward equity sale agreement from 2022 by issuing 2,763,708 shares of our common stock for net proceeds of $163.2 million, based on a weighted average forward price of $59.04 per share at settlement. Subsequent to December 31, 2023, through the date of this filing, we physically settled a portion of the remaining forward equity sale agreements from 2023 by issuing 466,953 shares of common stock for net proceeds of $26.0 million, based on a weighted average forward price of $55.68 per share at settlement. As of February 9, 2024, the date of this Annual Report on Form 10-K, we had 2,543,615 shares of common stock, or approximately $137.8 million of forward net proceeds remaining for settlement to occur by the fourth quarter of 2024, based on a forward price of $54.16 per share. As of February 9, 2024, approximately $927.4 million of common stock remains available to be sold under the 2023 ATM Program. Future sales, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. We intend to use the net proceeds from the offering of shares under the 2023 ATM Program, if any, to fund potential acquisition opportunities, repay amounts outstanding from time to time under our unsecured revolving credit facility or other debt financing obligations, to fund our repositioning or redevelopment activities and/or for general corporate purposes. Securities Offerings We evaluate the capital markets on an ongoing basis for opportunities to raise capital, and as circumstances warrant, we may issue additional securities, from time to time, to fund acquisitions, for the repayment of long-term debt upon maturity and for other general corporate purposes. Such securities may include common equity, preferred equity and/or debt of us or our subsidiaries. Any future issuance, however, is dependent upon market conditions, available pricing and capital needs and there can be no assurance that we will be able to complete any such offerings of securities. Issuance of $300 Million Notes Due 2028 — On March 28, 2023, we completed an underwritten public offering of $300.0 million of 5.000% Senior Notes due 2028. The $300 Million Notes were priced at 98.975% of the principal amount, with a coupon rate of 5.000%. Interest on the $300 Million Notes is payable semiannually on June 15 and December 15 in each year, beginning on June 15, 2023, until the maturity date of June 15, 2028. The net proceeds from this offering were used for general management activities including funding acquisitions and funding our redevelopment and repositioning activities. We may redeem the $300 Million Notes at our option and sole discretion, in whole at any time or in part from time to time prior to May 15, 2028 (one month prior to the maturity date of the $300 Million Notes) (the “Par Call Date”), at a redemption price equal to the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest on the $300 Million Notes discounted to the redemption date (assuming the notes matured on the Par Call Date) on a 77 semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Third Supplemental Indenture) plus 25 basis points, less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the $300 Million Notes being redeemed. Notwithstanding the foregoing, on or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of the $300 Million Notes being redeemed, plus accrued and unpaid interest. May 2023 Forward Equity Offering — On May 10, 2023, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 13,500,000 shares of common stock (the “May 2023 Forward Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 13,500,000 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering. The net forward sale price that we will receive upon physical settlement of the agreements, which was initially $55.24 per share, will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchasers’ stock borrowing costs and (iii) scheduled dividends during the term of the forward sale agreements. During the year ended December 31, 2023, we partially settled the May 2023 Forward Sale Agreements by issuing 11,246,966 shares of common stock for net proceeds of $623.6 million, based on a weighted average forward price of $55.45 per share at settlement. Subsequent to December 31, 2023, in January 2024, we settled the outstanding May 2023 Forward Sale Agreements by issuing 2,253,034 shares of common stock in exchange for net proceeds of $125.7 million, based on a weighted average forward price of $55.79 per share at settlement. Settlement of 2022 Forward Equity Offering — On November 10, 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 11,846,425 shares of common stock at an initial forward price of $55.74 per share (the “2022 Forward Sale Agreements”), pursuant to which the forward purchasers borrowed and sold an aggregate of 11,846,425 shares of common stock in the offering. In December 2022 we partially settled the 2022 Forward Sale Agreements by issuing 3,554,704 shares of common stock, leaving a remaining 8,291,721 shares of common stock for settlement as of December 31, 2022. During the year ended December 31, 2023, we settled the outstanding 2022 Forward Sale Agreements by issuing 8,291,721 shares of common stock for net proceeds of $462.8 million, based on a weighted average forward price of $55.81 per share at settlement. Capital Recycling We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives. In evaluating these opportunities, we consider a variety of criteria including, but not limited to, local market conditions and lease rates, asset type and location, as well as potential uses of proceeds and tax considerations. Tax considerations include entering into a 1031 Exchange, when possible, to defer some or all of the taxable gains, if any, on dispositions. During the year ended December 31, 2023, we completed the disposition of two properties for an aggregate gross sales price of $28.3 million and net cash proceeds of $27.0 million. The net cash proceeds were used to partially fund the acquisition of two properties during the year ended December 31, 2023, through 1031 Exchange transactions. We anticipate continuing to selectively and opportunistically dispose of properties, however, the timing of any potential future dispositions will depend on market conditions, asset-specific circumstances or opportunities, and our capital needs. Our ability to dispose of selective properties on advantageous terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable. Investment Grade Rating Our credit ratings at December 31, 2023 were Baa2 (Stable outlook) from Moody’s and BBB+ (Stable outlook) from both S&P and Fitch with respect to our Credit Agreement (described below), $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “Series 2019A and 2019B Notes”), $300 Million Notes, $400 Million Notes due 2030 and $400 Million Notes due 2031. Our credit ratings at December 31, 2023 were BBB- from both S&P and Fitch with respect to our 5.875% Series B Cumulative Redeemable Preferred Stock and our 5.625% Series C Cumulative Redeemable Preferred Stock. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us, and, although it is our intent to maintain our investment grade credit rating, there can be no assurance that we will be able to maintain our current credit ratings. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing indebtedness as maturities become due. 78 Credit Agreement As of December 31, 2023, under the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), we have an unsecured revolving credit facility with a borrowing capacity of $1.0 billion (the “Revolver”), a $300.0 million unsecured term loan facility (the “$300 Million Term Loan”) and a $400.0 million unsecured term loan facility (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing. The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027. Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) 1-month SOFR (“Term SOFR”) plus the applicable margin; (ii) daily SOFR plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and daily SOFR will be increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to 0.60% per annum for base rate loans, depending on our leverage ratio and investment grade ratings. The applicable margin for the Revolver ranges from 0.725% to 1.400% per annum for SOFR-based loans and 0.00% to 0.40% per annum for base rate loans, depending on our leverage ratio and investment grade ratings. In addition to the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee, on each lender's commitment amount under the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our leverage ratio and investment grade rating. In addition, the Credit Agreement also features a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee can decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, from year to year if we meet, or do not meet, certain annual sustainability performance targets, as applicable. In February 2023, after certifying that our sustainability performance target was met for 2022, the applicable margin decreased by 0.040% to 0.685% for the Revolver and 0.760% for the Term Facility and the credit facility fee decreased by 0.010% to 0.115%. The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed. The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. As of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available for future borrowings. 79 Uses of Liquidity Acquisitions One of our most significant liquidity needs has historically been for the acquisition of real estate properties. During the year ended December 31, 2023, we completed 17 acquisitions representing 19 properties with a combined 4.3 million rentable square feet of buildings on 250 acres of land for an aggregate purchase price of $1.35 billion. In conjunction with one of these acquisitions, we issued a $125.0 million loan to the seller securitized by an adjacent 150-acre industrial development site. In aggregate, these investments totaled $1.5 billion. Subsequent to December 31, 2023, through the filing date of this Form 10-K, we acquired one property with 0.2 million rentable square feet of buildings for a purchase price of $84.0 million, and we are actively monitoring a volume of properties in our markets that we believe represent attractive potential investment opportunities to continue to grow our business. As of the filing date of this Annual Report on Form 10-K, we have approximately $150.0 million of acquisitions under contract or accepted offer. There can be no assurance we will complete any such acquisitions. While the actual number of acquisitions that we complete will be dependent upon a number of factors, in the short term, we expect to fund our acquisitions through available cash on hand and proceeds from forward equity settlements, cash flows from operations, borrowings available under the Revolver, recycling capital through property dispositions and, in the long term, through the issuance of equity securities or proceeds from long-term secured and unsecured financings. See “Note 3 – Investments in Real Estate” and “Note 5– Loan Receivable” to the consolidated financial statements for a summary of the investments we completed during the year ended December 31, 2023. Recurring and Nonrecurring Capital Expenditures Capital expenditures are considered part of both our short-term and long-term liquidity requirements. During the year ended December 31, 2023, we incurred $26.8 million of recurring capital expenditures, which was an increase of $18.1 million from the prior year, primarily due to higher roofing expenditures as part of a multi-year capital plan. During the year ended December 31, 2023, we incurred $222.7 million of non-recurring capital expenditures, which was an increase of $111.6 million over the prior year. The increase was primarily due to the increase in non-recurring capital expenditures related to repositioning and redevelopment activity during 2023 compared to 2022. As discussed above under “—Factors that May Influence Future Results —Acquisitions and Value-Add Repositioning and Redevelopment of Properties,” as of December 31, 2023, 31 of our properties were under current repositioning, redevelopment, or lease-up, and we have a pipeline of 16 additional properties for which we anticipate beginning construction work over the next six quarters. We currently estimate that approximately $452.0 million of capital will be required over the next three years (1Q-2024 through 4Q-2026) to complete the repositioning/redevelopment of these properties. However, this estimate is based on our current construction plans and budgets, both of which are subject to change as a result of a number of factors, including increased costs of building materials or construction services and construction delays related to supply chain backlogs and increased lead time on building materials. If we are unable to complete construction on schedule or within budget, we could incur increased construction costs and experience potential delays in leasing the properties. We expect to fund these projects through a combination of available cash on hand, proceeds from forward equity settlements, the issuance of common stock under the 2023 ATM Program, cash flow from operations and borrowings available under the Revolver. Dividends and Distributions In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. To satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax, we intend to distribute a percentage of our cash flow on a quarterly basis to holders of our common stock. In addition, we intend to make distribution payments to holders of OP Units and preferred units, and dividend payments to holders of our preferred stock. 80 On February 5, 2024, our board of directors declared the following quarterly cash dividends/distributions: Security Common stock OP Units 5.875% Series B Cumulative Redeemable Preferred Stock 5.625% Series C Cumulative Redeemable Preferred Stock 4.43937% Cumulative Redeemable Convertible Preferred Units 4.00% Cumulative Redeemable Convertible Preferred Units 3.00% Cumulative Redeemable Convertible Preferred Units Amount per Share/Unit 0.4175 $ $ 0.4175 0.367188 $ 0.351563 $ 0.505085 $ 0.450000 $ 0.545462 $ Record Date Payment Date March 28, 2024 March 28, 2024 March 15, 2024 March 15, 2024 March 15, 2024 March 15, 2024 March 15, 2024 April 15, 2024 April 15, 2024 March 28, 2024 March 28, 2024 March 28, 2024 March 28, 2024 March 28, 2024 Indebtedness Outstanding The following table sets forth certain information with respect to our indebtedness outstanding as of December 31, 2023: Contractual Maturity Date Margin Above SOFR Effective Interest Rate (1) Principal Balance (2) (in thousands) Unsecured and Secured Debt: Unsecured Debt: Revolving Credit Facility $400M Term Loan $100M Senior Notes $300M Term Loan $125M Senior Notes $300M Senior Notes due 2028 $25M Series 2019A Senior Notes $400M Senior Notes due 2030 $400M Senior Notes due 2031 (green bond) $75M Series 2019B Senior Notes Total Unsecured Debt Secured Debt: (8) 7612-7642 Woodwind Drive 11600 Los Nietos Road $60M Term Loan 5160 Richton Street 22895 Eastpark Drive 701-751 Kingshill Place 13943-13955 Balboa Boulevard 2205 126th Street 2410-2420 Santa Fe Avenue 11832-11954 La Cienega Boulevard Gilbert/La Palma 7817 Woodley Avenue Total Secured Debt Total Debt 5/26/2026 (3) 7/19/2024 (3) 8/6/2025 5/26/2027 7/13/2027 6/15/2028 7/16/2029 12/1/2030 9/1/2031 7/16/2034 1/5/2024 5/1/2024 10/27/2024 (8) 11/15/2024 11/15/2024 1/5/2026 7/1/2027 12/1/2027 1/1/2028 7/1/2028 3/1/2031 8/1/2039 S+0.685 % (4) S+0.760 % (4) n/a S+0.760 % (4) n/a n/a n/a n/a n/a n/a n/a n/a S+1.250 % (8) n/a n/a n/a n/a n/a n/a n/a n/a n/a 6.165 % (5) 4.832 % (6) 4.290 % 3.677 % (7) 3.930 % 5.000 % 3.880 % 2.125 % 2.150 % 4.030 % 5.240 % 4.190 % 5.060 % 3.790 % 4.330 % 3.900 % 3.930 % 3.910 % 3.700 % 4.260 % 5.125 % 4.140 % $ $ $ $ $ — 400,000 100,000 300,000 125,000 300,000 25,000 400,000 400,000 75,000 2,125,000 3,613 2,290 60,000 4,029 2,539 6,984 14,596 5,200 10,300 3,852 1,741 2,881 118,025 2,243,025 (1) Reflects the contractual interest rate under the terms of each loan as of December 31, 2023 and includes the effect of interest rate swaps that were effective as of December 31, 2023. The interest rate is not adjusted to include the amortization of debt issuance costs or unamortized fair market value premiums/discounts or the facility fee on the Revolver. 81 (2) Excludes unamortized debt issuance costs and premiums/discounts totaling $17.1 million, which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2023. (3) The Revolver has two six-month extensions and the $400 Million Term Loan has two one-year extensions available at the borrower’s option, subject to certain terms and conditions. (4) The interest rates on these loans are comprised of daily SOFR for both the Revolver and the $400 Million Term Loan and Term SOFR for the $300 Million Term Loan (in each case increased by a 0.10% SOFR adjustment), plus an applicable margin ranging from 0.725% to 1.400% per annum for the Revolver and 0.80% to 1.60% per annum for the $400 Million Term Loan and the $300 Million Term Loan, depending on our investment grade ratings, leverage ratio, minus a sustainability-related interest rate adjustment of 0.04%. These loans are also subject to a 0% SOFR floor. (5) The Revolver is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. As of December 31, 2023, the applicable facility fee is 0.125%, less a sustainability-related interest rate adjustment of 0.01%. The effective rate assumes daily SOFR of 5.380% as of December 31, 2023. (6) Effective April 3, 2023, daily SOFR for the $400 Million Term Loan has been swapped to a fixed rate of 3.97231%, resulting in an all-in fixed rate of 4.83231% after adding the SOFR adjustment and applicable margin and subtracting the sustainability-related interest rate adjustment. (7) As of December 31, 2023, Term SOFR related to $300.0 million of our variable rate debt has been effectively fixed at 2.81725% through the use of interest rate swaps. For details, see “Note 8 – Interest Rate Derivatives” to our consolidated financial statements. Including the impact of these interest rate swaps, the hedged effective interest rate on the $300 Million Term Loan is 3.67725%. (8) The $60.0 million term loan facility (the “$60 Million Term Loan”) has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum. Effective April 3, 2023, Term SOFR for this loan has been swapped to a fixed rate of 3.710%, resulting in an all-in fixed rate of 5.060% after adding the SOFR adjustment and applicable margin. The loan is secured by six properties and has three one-year extensions available at the borrower’s option, subject to certain terms and conditions. The following table summarizes the composition of our outstanding debt between fixed-rate and variable-rate and secured and unsecured debt as of December 31, 2023: (3) Fixed vs. Variable: Fixed Variable Secured vs. Unsecured: Secured Unsecured Weighted Average Term Remaining (in years) Stated Interest Rate Effective Interest Rate (1) Principal Balance (2) (in thousands) % of Total 4.6 — 2.2 4.7 3.61% —% 3.61% —% 4.56% 3.56% $ $ $ $ 2,243,025 — 118,025 2,125,000 100% —% 5% 95% (1) Includes the effect of interest rate swaps that were effective as of December 31, 2023. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the Revolver. (2) Excludes unamortized debt issuance costs and debt premiums/discounts totaling $17.1 million which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2023. (3) Fixed-rate debt includes our variable rate debts that have been effectively fixed through the use of interest rate swaps through maturity. At December 31, 2023, we had total indebtedness of $2.2 billion, reflecting a net debt to total combined market capitalization of approximately 15.0%. Our total market capitalization is defined as the sum of the liquidation preference of our outstanding preferred stock and preferred units plus the market value of our common stock excluding shares of nonvested restricted stock, plus the aggregate value of common units not owned by us, plus the value of our net debt. Our net debt is defined as our consolidated indebtedness less cash and cash equivalents. 82 Debt Covenants The Credit Agreement, $60.0 million term loan facility (“$60 Million Term Loan”), $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $125.0 million unsecured guaranteed senior notes (the “$125 Million Notes”) and $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “Series 2019A and 2019B Notes”) all include a series of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis: • Maintaining a ratio of total indebtedness to total asset value of not more than 60%; • For the Credit Agreement and $60 Million Term Loan, maintaining a ratio of secured debt to total asset value of not more than 45%; • For the $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%; • For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%; • For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016; • Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0; • For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and • For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.00. The $300 Million Notes due 2028, $400 Million Notes due 2030 and $400 Million Notes due 2031 (together the “Registered Notes”) contain the following covenants (as defined in the indentures) that we must comply with: • Maintaining a ratio of total indebtedness to total asset value of not more than 60%; • Maintaining a ratio of secured debt to total asset value of not more than 40%; • Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and • Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0. Subject to the terms of the Credit Agreement, $60 Million Term Loan, Senior Notes and Registered Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness, (iii) a default in compliance with the covenants set forth in the debt agreement, the principal and accrued and unpaid interest on the outstanding debt may be declared immediately due and payable at the option of the administrative agent, lenders, trustee and/or noteholders, as applicable, and in the event of bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the outstanding debt will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either S&P, Moody’s or Fitch. 83 Cash Flows Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 The following table summarizes the changes in net cash flows associated with our operating, investing, and financing activities for the years ended December 31, 2023 and 2022 (in thousands): Cash provided by operating activities Cash used in investing activities Cash provided by financing activities Year Ended December 31, 2023 2022 Change $ $ $ 427,548 $ (1,676,446) $ 1,245,556 $ 327,695 $ (2,449,210) $ 2,114,303 $ 99,853 772,764 (868,747) Net cash provided by operating activities. Net cash provided by operating activities increased by $99.9 million to $427.5 million for the year ended December 31, 2023, compared to $327.7 million for the year ended December 31, 2022. The increase was primarily attributable to the incremental cash flows from property acquisitions completed subsequent to January 1, 2022, and the increase in Cash NOI from our Same Property Portfolio, partially offset by changes in working capital and higher cash interest paid as compared to the prior year. Net cash used in investing activities. Net cash used in investing activities decreased by $772.8 million to $1.7 billion for the year ended December 31, 2023, compared to $2.4 billion for the year ended December 31, 2022. The decrease was primarily attributable to a $1.0 billion decrease in cash paid for property acquisitions and an $11.7 million increase in net proceeds from the sale of real estate as compared to the prior year, partially offset by a $131.5 million increase in cash paid for construction and repositioning/redevelopment projects and a $122.7 million increase in cash used for the issuance of a $125.0 million loan receivable. Net cash provided by financing activities. Net cash provided by financing activities decreased by $868.7 million to $1.2 billion for the year ended December 31, 2023, compared to $2.1 billion for the year ended December 31, 2022. The decrease was primarily attributable to the following: (i) a decrease of $1.6 billion in cash proceeds from borrowings under the Revolver, (ii) a decrease of $533.5 million in net cash proceeds from the issuance of shares of our common stock, (iii) a decrease of $400.0 million in cash proceeds from borrowings under the Term Facility in July 2022, (iv) a decrease of $300.0 million in cash proceeds from borrowings under the Term Facility in May 2022, and (v) an increase of $91.7 million in cash dividends paid to common stockholders and common unitholders as a result of an increase in our quarterly per share/unit cash dividend and an increase in the number of common shares outstanding. These decreases were partially offset by the following: (i) an increase of $1.6 billion due to lower repayment of the borrowings under the Revolver, (ii) an increase of $296.9 million in net cash proceeds from the issuance of the $300 Million Notes in March 2023 and (iii) an increase of $150.0 million due to repayment of the $150.0 million term loan facility in May 2022. Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021 Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash Flows” in our Form 10-K for the year ended December 31, 2022, filed with the SEC on February 13, 2023, for a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021. Inflation In the last several years, we do not believe that inflation has had a material impact on the Company. However, recently inflation has significantly increased, and a prolonged period of high and persistent inflation could cause an increase in our operating expenses, capital expenditures and cost of our variable- rate borrowings which could have a material impact on our financial position or results of operations. The majority of our leases are either triple net or provide for tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases to real estate taxes, utility expenses and other operating expenses may be partially offset by the contractual rent increases and tenant payment of taxes and expenses described above. 84 Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk refers to the risk of loss from adverse changes in market prices and interest rates. A key market risk we face is interest rate risk. We are exposed to interest rate changes primarily as a result of using variable-rate debt to satisfy various short-term and long-term liquidity needs, which have interest rates based upon SOFR. We use interest rate swaps to manage, or hedge, interest rate risks related to our borrowings. Because actual interest rate movements over time are uncertain, our swaps pose potential interest rate risks, notably if interest rates fall. We also expose ourselves to credit risk, which we attempt to minimize by contracting with highly-rated banking financial counterparties. For a summary of our outstanding debt, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources. For a summary of our interest rate swaps and recent transactions, see “Note 8 – Interest Rate Derivatives” to our consolidated financial statements included in Item 15 of this Report on Form 10-K. As of December 31, 2023, we had total consolidated indebtedness, excluding unamortized debt issuance costs and premiums/discounts, of $2.24 billion. As of December 31, 2023, 100% of this consolidated indebtedness is fixed-rate debt under the terms of the loan or through the use of interest rate swaps. As such, as of December 31, 2023, if SOFR were to increase or decrease, there would be no impact to interest expense or future earnings and cash flows. Interest risk amounts are our management’s estimates and were determined by considering the effect of hypothetical interest rates on our financial instruments. We calculate interest sensitivity by multiplying the amount of variable rate debt outstanding by the respective change in rate. The sensitivity analysis does not take into consideration the possibility of future changes in the balances or fair value of our floating rate debt or the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial structure. Item 8. Financial Statements and Supplementary Data All information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)(1). Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of management, including the Co- Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2023, the end of the period covered by this report. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023 at the reasonable assurance level. 85 Changes in Internal Control Over Financial Reporting There have been no significant changes that occurred during the fourth quarter of the most recent year covered by this report in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Internal control over financial reporting is a process designed by, or under the supervision of, our Co-Chief Executive Officers and Chief Financial Officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements. Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company has used the criteria set forth in the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2023. The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein within Item 15. See “Report of Independent Registered Public Accounting Firm”. Item 9B. Other Information. During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 86 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated by reference. Item 11. Executive Compensation The information required by Item 11 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated by reference. Item 14. Principal Accounting Fees and Services The information required by Item 14 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2023 and is incorporated by reference. 87 Item 15. Exhibits, Financial Statement Schedules (a)(1) and (2) Financial Statements and Schedules The following financial information is included in Part IV of this Report on the pages indicated: PART IV Reports of Independent Registered Public Accounting Firm (PCAOB ID 42) Audited Consolidated Financial Statements of Rexford Industrial Realty, Inc.: Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 Consolidated Statements of Changes in Equity for the Years ended December 31, 2023, 2022 and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 Notes to Consolidated Financial Statements Schedule III – Real Estate and Accumulated Depreciation Schedule IV – Mortgage Loans on Real Estate F-1 F-4 F-5 F-6 F-7 F-9 F-10 F-48 F-65 All other schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto. 88 (3). Exhibits Exhibit Number 3.1 3.2 3.3 3.4 4.1 4.2 4.3 4.4* 4.5 4.6 4.7 4.8 10.1 10.2 10.3† 10.4† 10.5 10.6 10.7† 10.8† 10.9† 10.10† 10.11† 10.12† 10.13† Exhibit Description Articles of Amendment and Restatement of Rexford Industrial Realty, Inc. Fifth Amended and Restated Bylaws of Rexford Industrial Realty, Inc. Articles Supplementary designating the Series B Preferred Stock of Rexford Industrial Realty, Inc. Articles Supplementary designating the Series C Preferred Stock of Rexford Industrial Realty, Inc. Form of Certificate of Common Stock of Rexford Industrial Realty, Inc. Form of Specimen Certificate of Series B Preferred Stock of Rexford Industrial Realty, Inc. Form of Specimen Certificate of Series C Preferred Stock of Rexford Industrial Realty, Inc. Description of Rexford Industrial Realty, Inc. Common Stock and Preferred Stock Registered Under Section 12 of the Securities Exchange Act of 1934. Indenture, dated as of November 16, 2020, among Rexford Industrial Realty, L.P., as issuer, Rexford Industrial Realty, Inc., as guarantor, and U.S. Bank, National Association, as trustee. First Supplemental Indenture, dated as of November 16, 2020, among Rexford Industrial Realty, L.P., as issuer, Rexford Industrial Realty, Inc., as guarantor, and U.S. Bank, National Association, as trustee, including the form of the Notes and the Guarantee. Second Supplemental Indenture, dated as of August 9, 2021, among Rexford Industrial Realty, L.P., as issuer, Rexford Industrial Realty, Inc., as guarantor, and U.S. Bank, National Association, as trustee, including the form of the Notes and the Guarantee. Third Supplemental Indenture, dated as of March 30, 2023, among Rexford Industrial Realty, L.P., as issuer, Rexford Industrial Realty, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, including the form of the Notes and the Guarantee. Eighth Amended and Restated Agreement of Limited Partnership of Rexford Industrial Realty, L.P. Registration Rights Agreement among Rexford Industrial Realty, Inc. and the persons named therein Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P., 2013 Incentive Award Plan Form of Restricted Stock Award Agreement under 2013 Incentive Award Plan Form of Indemnification Agreement between Rexford Industrial Realty, Inc. and its directors and officers Tax Matters Agreement by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and each partner set forth in Schedule I, Schedule II and Schedule III thereto Employment Agreement, dated as of July 24, 2013, between Michael S. Frankel, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. First Amendment to Employment Agreement, effective June 26, 2017, between Michael S. Frankel, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Second Amendment to Employment Agreement, effective May 15, 2020, between Michael S. Frankel, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Employment Agreement, dated as of July 24, 2013, between Howard Schwimmer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. First Amendment to Employment Agreement, effective June 26, 2017, between Howard Schwimmer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Second Amendment to Employment Agreement, effective May 15, 2020, between Howard Schwimmer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Employment Agreement, effective as of June 26, 2017, between David E. Lanzer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Form S-11/A 8-K 8-A 8-A S-11/A 8-A 8-A 8-K 8-K 8-K 8-K 8-K 10-Q 10-Q S-11/A S-11/A 10-Q 10-Q 8-K 8-K File No. 333-188806 001-36008 001-36008 001-36008 333-188806 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 333-188806 333-188806 001-36008 001-36008 001-36008 001-36008 10-Q 001-36008 8-K 8-K 8-K 001-36008 001-36008 001-36008 Exhibit No. 3.1 3.1 3.3 3.3 4.1 4.1 4.1 4.1 4.2 4.2 4.2 10.1 10.2 10.5 10.4 10.5 10.6 10.8 10.2 10.1 10.9 10.3 10.2 10.1 Filing Date 7/15/2013 4/7/2023 11/9/2017 9/19/2019 7/15/2013 11/9/2017 9/19/2019 11/16/2020 11/16/2020 8/9/2021 3/30/2023 3/21/2022 9/3/2013 7/27/2021 7/15/2013 7/9/2013 9/3/2013 9/3/2013 6/29/2017 5/20/2020 9/3/2013 6/29/2017 5/20/2020 6/29/2017 89 Exhibit Number 10.14† 10.15† 10.16† 10.17† 10.18† 10.19† 10.20† 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 10.30 10.31 10.32 10.33 10.34 Exhibit Description First Amendment to Employment Agreement, effective May 15, 2020, between David Lanzer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Second Amendment to Employment Agreement, effective November 8, 2022, between David E. Lanzer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Employment Agreement, effective July 3, 2020, between Laura Clark, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. First Amendment to Employment Agreement, effective November 8, 2022, between Laura E. Clark, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Rexford Industrial Realty, Inc. Non-Employee Director Compensation Program Form of Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Time-Based LTIP Unit Agreement Form of Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. OPP Performance Unit Agreement The Loan Assumption Agreement dated as of November 8, 2013 between Gilbert LaPalma Properties, LLC, and Rexford Industrial-Gilbert LaPalma, LLC, and American Security Insurance Company, as Lender Note Purchase and Guarantee Agreement, dated as of July 16, 2015 among the Rexford Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein. Third Amendment, dated as of September 29, 2023, to Note Purchase and Guarantee Agreement dated July 16, 2015, by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the purchasers named therein. Note Purchase and Guarantee Agreement, dated as of July 13, 2017, by and among Rexford Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein. First Amendment dated September 29, 2023, to Note Purchase and Guarantee Agreement dated July 13, 2017, by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the purchasers named therein. Second Amendment to Note Purchase and Guarantee Agreement, dated as of June 16, 2017, among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the purchasers named therein. Agreement of Purchase and Sale, dated November 30, 2017, by and between RIF IV Grand, LLC, as Seller, and 6110-6114 Cahuenga Avenue, LLC, as Buyer. First Amendment to Agreement of Purchase and Sale, dated January 2, 2018, by and between RIF IV Grand, LLC, as Seller, and 6110-6114 Cahuenga Avenue, LLC as Buyer. Note Purchase and Guarantee Agreement, dated as of July 16, 2019, by and among Rexford Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein. First Amendment, dated as of September 29,2023, to Note Purchase and Guarantee Agreement dated July 16, 2019, by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the purchasers named therein. Fourth Amended and Restated Credit Agreement, dated as of May 26, 2022, among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., Bank of America, N.A., as administrative agent and a letter of credit issuer and the other lenders named therein. First Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 19, 2022, among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., Bank of America, N.A., as administrative agent and a letter of credit issuer and the other lenders named therein. Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of January 13, 2023, among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., Bank of America, N.A., as administrative agent and a letter of credit issuer and the other lenders named therein. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and BofA Securities, Inc. and its affiliate. 90 Form File No. Exhibit No. Filing Date 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 10.4 10.2 10.1 10.1 10.11 10.18 10.19 5/20/2020 11/10/2022 7/9/2020 11/10/2022 3/9/2015 2/19/2021 2/19/2021 001-36008 10.20 3/20/2014 8-K 8-K 8-K 8-K 10-K 10-K 10-K 10-K 8-K 001-36008 10-Q 001-36008 8-K 001-36008 10-Q 001-36008 10.1 10.3 10.1 10.1 7/20/2015 10/23/2023 7/19/2017 10/23/2023 10-Q 10-K 10-Q 8-K 10-Q 001-36008 10.3 8/4/2017 001-36008 10.40 2/21/2018 001-36008 001-36008 001-36008 10.2 10.1 10.2 5/7/2018 7/19/2019 10/23/2023 8-K 001-36008 10.1 5/27/2022 8-K 001-36008 10.1 7/20/2022 10-K 001-36008 10.30 2/13/2022 8-K 001-36008 1.1 2/17/2023 Form File No. Exhibit No. Filing Date 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 8-K 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 001-36008 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.2 1.3 1.4 1.5 1.6 1.1 1.2 1.3 2/17/2023 2/17/2023 2/17/2023 2/17/2023 2/17/2023 2/17/2023 2/17/2023 2/17/2023 2/17/2023 2/17/2023 2/17/2023 5/15/2023 5/15/2023 5/15/2023 5/15/2023 5/15/2023 10/23/2023 10/23/2023 10/23/2023 Exhibit Number 10.35 10.36 10.37 10.38 10.39 10.40 10.41 10.42 10.43 10.44 10.45 10.46 10.47 10.48 10.49 10.50 10.51 10.52 10.53 21.1* 22.1* 23.1* 24.1* 31.1* 31.2* Exhibit Description Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Capital One Securities, Inc. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and CIBC World Markets Corp. and its affiliate. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Goldman Sachs & Co. LLC. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Jefferies LLC. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and JMP Securities LLC. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and J.P. Morgan Securities LLC and its affiliate. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Mizuho Securities USA LLC and its affiliate. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Regions Securities LLC. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Scotia Capital (USA) Inc. and its affiliate. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Truist Securities, Inc. and its affiliate. Equity Distribution Agreement, dated February 17, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Wells Fargo Securities, LLC and its affiliate. Confirmation of Registered Forward Transaction, dated May 10, 2023, by and between Rexford Industrial Realty, Inc. and Wells Fargo Securities, Inc. (or its affiliate). Confirmation of Registered Forward Transaction, dated May 10, 2023, by and between Rexford Industrial Realty, Inc. and Goldman Sachs & Co. LLC Confirmation of Registered Forward Transaction, dated May 10, 2023, by and between Rexford Industrial Realty, Inc. and J.P. Morgan Securities LLC (or its affiliate). Confirmation of Registered Forward Transaction, dated May 10, 2023, by and between Rexford Industrial Realty, Inc. and Scotia Capital (USA) Inc. (or its affiliate). Confirmation of Registered Forward Transaction, dated May 10, 2023, by and between Rexford Industrial Realty, Inc. and Truist Securities, Inc. (or its affiliate). Form of Amendment No. 1 to Equity Distribution Agreement, dated October 23, 2023. Form of Amendment No. 1 to Equity Distribution Agreement, dated October 23, 2023. Equity Distribution Agreement, dated October 23, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., BTIG, LLC, Nomura Global Financial Products, Inc. and its affiliate. List of Subsidiaries of the Company List of Issuers of Guaranteed Securities Consent of Ernst & Young LLP Power of Attorney (included on the signature page of this Form 10-K) Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 91 Form File No. Exhibit No. Filing Date Exhibit Number 31.3* 32.1* 32.2* 32.3* 97.1* 101.1* 104.1* * † Exhibit Description Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Rexford Industrial Realty, Inc. Policy for Recovery of Erroneously Awarded Compensation The following financial information from Rexford Industrial Realty, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herein Compensatory plan or arrangement Item 16. Form 10-K Summary None. 92 Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES February 9, 2024 February 9, 2024 February 9, 2024 Rexford Industrial Realty, Inc. /s/ Michael S. Frankel Michael S. Frankel Co-Chief Executive Officer (Principal Executive Officer) /s/ Howard Schwimmer Howard Schwimmer Co-Chief Executive Officer (Principal Executive Officer) /s/ Laura E. Clark Laura E. Clark Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. 93 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Rexford Industrial Realty, Inc., hereby severally constitute Michael S. Frankel, Howard Schwimmer and Laura E. Clark, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Rexford Industrial Realty, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto. Signature Title Date /s/ Michael S. Frankel Michael S. Frankel /s/ Howard Schwimmer Howard Schwimmer /s/ Laura E. Clark Laura E. Clark /s/ Richard Ziman Richard Ziman /s/ Robert L. Antin Robert L. Antin /s/ Diana J. Ingram Diana J. Ingram /s/ Angela L. Kleiman Angela L. Kleiman /s/ Debra L. Morris Debra L. Morris /s/ Tyler H. Rose Tyler H. Rose Co- Chief Executive Officer and Director (Principal Executive Officer) Co- Chief Executive Officer and Director (Principal Executive Officer) Chief Financial Officer (Principal Financial and Accounting Officer) February 9, 2024 February 9, 2024 February 9, 2024 Chairman of the Board February 9, 2024 February 9, 2024 February 9, 2024 February 9, 2024 February 9, 2024 February 9, 2024 Director Director Director Director Director 94 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rexford Industrial Realty, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 9, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Description of the Matter Recognition of acquired real estate - Purchase price accounting As discussed in Notes 2, 3, and 4 to the consolidated financial statements, the Company completed 17 acquisitions, representing 19 properties, for a total contractual purchase price of $1.3 billion during the year ended December 31, 2023. The transactions were accounted for as asset acquisitions, and the costs of the acquisitions were allocated to components based on the relative fair values of the assets acquired and liabilities assumed. These components include land, buildings and improvements, tenant improvements, intangible assets and liabilities related to above and below market leases, and intangible assets related to in-place leases. The fair value of tangible and intangible assets and liabilities is based on available comparable market information, and estimated cash flow projections that utilize rental rates, discount rates, and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. Auditing the fair value of acquired tangible and intangible assets and liabilities involves significant estimation uncertainty due to the judgment used by management in selecting key assumptions based on recent comparable transactions or market information, and the sensitivity of the fair values to changes in assumptions. In particular, the fair value estimates were sensitive to assumptions such as market rental rates, rental growth rates, price of land per square foot, discount rates, and capitalization rates. The allocation of value to the components of properties acquired could have a material effect on the Company’s net income due to the differing depreciable and amortizable lives of each component and the classification of the related depreciation or amortization in the Company’s consolidated statements of operations. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for determining and reviewing the key inputs and assumptions used in estimating the fair value of acquired assets and liabilities and allocating fair value to the various components. To test the allocation of the acquisition-date fair values, we evaluated the appropriateness of the valuation methods used to allocate the purchase price. We performed procedures to assess the key data inputs and assumptions used by management described above, including the completeness and accuracy of the underlying information. We also used our specialists to assist us in evaluating the valuation methods used by management and whether the assumptions utilized were supported by observable market data. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2012. Los Angeles, California February 9, 2024 F-2 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc. Opinion on Internal Control Over Financial Reporting We have audited Rexford Industrial Realty, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rexford Industrial Realty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023 and the related notes and financial statement schedules listed in the Index at Item 15(a), and our report dated February 9, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Los Angeles, California February 9, 2024 F-3 REXFORD INDUSTRIAL REALTY, INC. CONSOLIDATED BALANCE SHEETS (In thousands - except share and per share data) December 31, 2023 December 31, 2022 ASSETS Land Buildings and improvements Tenant improvements Furniture, fixtures, and equipment Construction in progress Total real estate held for investment Accumulated depreciation Investments in real estate, net Cash and cash equivalents Loan receivable, net Rents and other receivables, net Deferred rent receivable, net Deferred leasing costs, net Deferred loan costs, net Acquired lease intangible assets, net Acquired indefinite-lived intangible Interest rate swap asset Other assets Acquisition related deposits Total Assets LIABILITIES & EQUITY Liabilities Notes payable Accounts payable, accrued expenses and other liabilities Dividends and distributions payable Acquired lease intangible liabilities, net Tenant security deposits Tenant prepaid rents Total Liabilities Equity Rexford Industrial Realty, Inc. stockholders’ equity Preferred stock, $0.01 par value per share, 10,050,000 shares authorized: 5.875% series B cumulative redeemable preferred stock, 3,000,000 shares outstanding at December 31, 2023 and December 31, 2022 ($75,000 liquidation preference) 5.625% series C cumulative redeemable preferred stock, 3,450,000 shares outstanding at December 31, 2023 and December 31, 2022 ($86,250 liquidation preference) Common Stock, $0.01 par value per share, 489,950,000 authorized and 212,346,450 and 189,114,129 shares outstanding at December 31, 2023 and December 31, 2022, respectively Additional paid-in capital Cumulative distributions in excess of earnings Accumulated other comprehensive income Total stockholders’ equity Noncontrolling interests Total Equity Total Liabilities and Equity $ $ $ $ 6,815,622 $ 3,933,379 167,251 132 240,010 11,156,394 (782,461) 10,373,933 33,444 122,784 17,494 123,325 59,351 3,426 153,670 5,156 9,896 25,225 2,125 10,929,829 $ 2,225,914 $ 128,842 83,733 147,561 84,872 115,002 2,785,924 72,443 83,233 2,123 7,940,781 (338,835) 7,172 7,766,917 376,988 8,143,905 10,929,829 $ 5,841,195 3,370,494 147,632 132 110,934 9,470,387 (614,332) 8,856,055 36,786 — 15,227 88,144 45,080 4,829 169,986 5,156 11,422 24,973 1,625 9,259,283 1,936,381 97,496 62,033 147,384 71,935 20,712 2,335,941 72,443 83,233 1,891 6,646,867 (255,743) 8,247 6,556,938 366,404 6,923,342 9,259,283 The accompanying notes are an integral part of these consolidated financial statements. F-4 REXFORD INDUSTRIAL REALTY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands - except share and per share data) REVENUES Rental income Management and leasing services Interest income TOTAL REVENUES OPERATING EXPENSES Property expenses General and administrative Depreciation and amortization TOTAL OPERATING EXPENSES OTHER EXPENSES Other expenses Interest expense TOTAL EXPENSES Loss on extinguishment of debt Gains on sale of real estate NET INCOME Less: net income attributable to noncontrolling interests NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC. Less: preferred stock dividends Less: original issuance costs of redeemed preferred stock Less: earnings allocated to participating securities NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Net income attributable to common stockholders per share - basic Net income attributable to common stockholders per share - diluted Weighted average shares of common stock outstanding - basic Weighted average shares of common stock outstanding - diluted 2023 Year Ended December 31, 2022 2021 $ $ $ $ 791,383 $ 682 5,761 797,826 184,479 75,027 244,510 504,016 1,820 61,400 567,236 — 19,001 249,591 (11,575) 238,016 (9,258) — (1,309) 227,449 $ 1.12 $ 1.12 $ 630,578 $ 616 10 631,204 150,503 64,264 196,794 411,561 1,561 48,496 461,618 (915) 8,486 177,157 (9,573) 167,584 (9,258) — (845) 157,481 $ 0.92 $ 0.92 $ 451,733 468 37 452,238 107,721 48,990 151,269 307,980 1,297 40,139 349,416 (505) 33,929 136,246 (8,005) 128,241 (12,563) (3,349) (568) 111,761 0.80 0.80 202,883,704 203,110,993 170,467,365 170,978,272 139,294,882 140,075,689 The accompanying notes are an integral part of these consolidated financial statements. F-5 REXFORD INDUSTRIAL REALTY, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Net income Other comprehensive (loss) income: cash flow hedge adjustments Comprehensive income Less: comprehensive income attributable to noncontrolling interests Comprehensive income attributable to Rexford Industrial Realty, Inc. 2023 Year Ended December 31, 2022 2021 $ $ 249,591 $ (1,147) 248,444 (11,503) 236,941 $ 177,157 $ 18,846 196,003 (10,298) 185,705 $ 136,246 8,333 144,579 (8,503) 136,076 The accompanying notes are an integral part of these consolidated financial statements. F-6 REXFORD INDUSTRIAL REALTY, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands - except share data) Preferred Stock Number of Shares Common Stock Additional Paid-in Capital Cumulative Distributions in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests Total Equity $ 242,327 131,426,038 $ 1,313 $ 3,182,599 $ (163,389) $ Balance at December 31, 2020 Issuance of common stock Offering costs Redemption of 5.875% series A preferred stock Share-based compensation Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock Conversion of OP Units to common stock Net income Other comprehensive income Preferred stock dividends ($0.917970 per series A preferred share, $1.468752 per series B preferred share and $1.406252 per series C preferred share) Preferred unit distributions Common stock dividends ($0.96 per share) Common unit distributions Balance at December 31, 2021 Issuance of common stock Offering costs Issuance of OP Units Issuance of 3.00% cumulative redeemable convertible preferred units Share-based compensation Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock Conversion of OP Units to common stock Acquisition of private REIT - preferred units Net income Other comprehensive income Preferred stock dividends ($1.468752 per series B preferred share and $1.406252 per series C preferred share) Preferred unit distributions Common stock dividends ($1.26 per share) Common unit distributions — — (86,651) — 28,484,776 — — 108,774 286 — — 1 1,644,411 (18,606) — 3,855 — — 12,563 — (29,305) 521,199 — — (12,563) — — — — — — — — 5 — — — — — — — — (3,349) — — — 115,678 — (1,428) 17,461 — — — — — — — — (140,060) — $ 155,676 160,511,482 $ 1,605 $ 4,828,292 $ (191,120) $ — — — — — — — — 9,258 — (9,258) — — — 28,343,395 — — 283 — — 1,831,490 (22,542) — — 123,542 (31,576) 167,286 — — — — — — — — 1 — 2 — — — — — — — — 5,547 (2,156) 6,236 — — — — — — — — — — — — — — — 158,326 — — — (222,949) — (17,709) $ — — — — 3,245,141 $ 1,644,697 (18,606) (90,000) 3,856 285,451 $ — — — 16,007 — — — 7,835 (1,428) 17,466 128,241 7,835 — (17,466) 8,005 498 — — — — (12,563) — (140,060) — (9,874) $ — — — 4,784,579 $ 1,831,773 (22,542) — — — — 5,548 — — — — 18,121 — — — — (2,156) 6,238 — 167,584 18,121 (9,258) — (222,949) — — (2,832) — (6,547) 283,116 $ — — 56,167 12,000 23,488 — (6,238) 122 9,573 725 — (3,124) — (9,425) 3,530,592 1,644,697 (18,606) (90,000) 19,863 (1,428) — 136,246 8,333 (12,563) (2,832) (140,060) (6,547) 5,067,695 1,831,773 (22,542) 56,167 12,000 29,036 (2,156) — 122 177,157 18,846 (9,258) (3,124) (222,949) (9,425) Balance at December 31, 2022 $ 155,676 189,114,129 $ 1,891 $ 6,646,867 $ (255,743) $ 8,247 $ 6,556,938 $ 366,404 $ 6,923,342 F-7 Issuance of common stock Offering costs Share-based compensation Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock Conversion of OP Units to common stock Net income Other comprehensive loss Preferred stock dividends ( $1.468752 per series B preferred share and $1.406252 per series C preferred share) Preferred unit distributions Common stock dividends ($1.52 per share) Common unit distributions Balance at December 31, 2023 Preferred Stock Number of Shares Common Stock — — — 22,751,622 — 183,994 — — 9,258 — (9,258) — — — (32,507) 329,212 — — — — — — 227 — 2 — 3 — — — — — — Additional Paid-in Capital 1,281,763 (6,258) 7,329 (1,914) 12,994 — — — — — — Cumulative Distributions in Excess of Earnings Accumulated Other Comprehensive Income (Loss) — — — — — 228,758 — — — (311,850) — — — — — — — (1,075) — — — — Total Stockholders’ Equity 1,281,990 (6,258) 7,331 (1,914) 12,997 238,016 (1,075) (9,258) — (311,850) — Noncontrolling Interests Total Equity — — 27,324 — (12,997) 11,575 (72) — (3,208) — (12,038) 1,281,990 (6,258) 34,655 (1,914) — 249,591 (1,147) (9,258) (3,208) (311,850) (12,038) $ 155,676 212,346,450 $ 2,123 $ 7,940,781 $ (338,835) $ 7,172 $ 7,766,917 $ 376,988 $ 8,143,905 The accompanying notes are an integral part of these consolidated financial statements. F-8 REXFORD INDUSTRIAL REALTY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Amortization of net (below) above market lease intangibles and other deferred rent on certain below- market leases Accretion of net loan origination fees and costs Impairment of right-of-use asset Loss on extinguishment of debt Gains on sale of real estate Amortization of debt issuance costs Amortization of discount (premium) on notes payable, net Equity based compensation expense Straight-line rent Payments for termination/settlement of interest rate derivatives Amortization related to termination/settlement of interest rate derivatives Change in working capital components: Rents and other receivables Deferred leasing costs Other assets Accounts payable, accrued expenses and other liabilities Tenant security deposits Tenant prepaid rents Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of investments in real estate Issuance of loan receivable, net Capital expenditures Payment for deposits on real estate acquisitions Proceeds from sale of real estate Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Redemption of preferred stock Issuance of common stock, net Proceeds from borrowings Repayment of borrowings Debt issuance costs Dividends paid to preferred stockholders Dividends paid to common stockholders Distributions paid to common unitholders Distributions paid to preferred unitholders Repurchase of common shares to satisfy employee tax withholding requirements Net cash provided by financing activities Increase (decrease) in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash, beginning of period Cash, cash equivalents and restricted cash, end of period Supplemental disclosure of cash flow information: Cash paid for interest (net of capitalized interest of $23,611, $12,236 and $4,550 for the years December 31, 2023, 2022 and 2021, respectively) Supplemental disclosure of noncash transactions: Operating lease right-of-use assets obtained in exchange for lease liabilities Issuance of operating partnership units in connection with acquisition of real estate Issuance of 3.0% cumulative redeemable convertible preferred units in connection with acquisition of real estate Acquisition of private REIT - preferred units Assumption of debt in connection with acquisition of real estate including loan premium Accrual for capital expenditures Accrual of dividends and distributions 2023 Year Ended December 31, 2022 2021 $ 249,591 $ 177,157 $ 136,246 244,510 (29,882) (84) 188 — (19,001) 3,856 688 33,638 (36,587) (161) 540 (2,227) (25,807) (1,092) 4,658 3,450 1,270 427,548 (1,312,085) (122,700) (266,564) (2,125) 27,028 (1,676,446) — 1,275,732 646,925 (357,491) (3,042) (9,258) (290,728) (11,460) (3,208) (1,914) 1,245,556 (3,342) 36,786 33,444 $ 196,794 (31,209) — — 915 (8,486) 2,689 250 28,426 (31,220) (589) 531 (2,858) (17,762) (594) 9,304 6,294 (1,947) 327,695 (2,328,430) — (135,095) (1,000) 15,315 (2,449,210) — 1,809,231 2,714,000 (2,176,606) (7,300) (9,258) (201,902) (8,582) (3,124) (2,156) 2,114,303 (7,212) 43,998 36,786 $ 151,269 (15,443) — 992 505 (33,929) 1,919 26 19,506 (20,903) (4,045) 2,280 (745) (17,473) (6,357) 11,895 6,776 (1,056) 231,463 (1,858,413) — (102,475) (8,445) 56,566 (1,912,767) (90,000) 1,626,091 1,264,557 (1,095,280) (4,555) (12,563) (129,793) (6,418) (2,832) (1,428) 1,547,779 (133,525) 177,523 43,998 54,617 $ 44,811 $ 32,979 — $ — $ — $ — $ — $ 55,344 $ 83,733 $ 6,363 $ 56,167 $ 12,000 $ 122 $ — $ 29,074 $ 62,033 $ — — — — 16,152 15,700 40,143 $ $ $ $ $ $ $ $ $ The accompanying notes are an integral part of these consolidated financial statements. F-9 REXFORD INDUSTRIAL REALTY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (“REIT”) focused on owning and operating industrial properties in 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 own, manage, lease, acquire, reposition and redevelop industrial real estate principally located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial zoned property or property suitable for industrial development. As of December 31, 2023, our consolidated portfolio consisted of 373 properties with approximately 45.9 million rentable square feet. The terms “us,” “we,” “our,” and the “Company” as used in these financial statements refer to Rexford Industrial Realty, Inc. and, unless the context requires otherwise, its subsidiaries (including our Operating Partnership). 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying financial statements are the consolidated financial statements of Rexford Industrial Realty, Inc. and its subsidiaries, including our Operating Partnership. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Under consolidation guidance, we have determined that our Operating Partnership is a variable interest entity because the holders of limited partnership interests do not have substantive kick-out rights or participating rights. Furthermore, we are the primary beneficiary of the Operating Partnership because we have the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating Partnership. As of December 31, 2023 and 2022, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership. The accompanying consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC” or “Codification”) including modifications issued under Accounting Standards Updates (“ASUs”). Any reference to the number of properties, buildings and square footage are unaudited and outside the scope of our independent auditor’s audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short-term maturity of these investments. Restricted Cash Restricted cash is comprised of escrow reserves that we are required to set aside for future costs as required by certain agreements with our lenders, and from time to time, includes cash proceeds from property sales that are being held by qualified intermediaries for purposes of facilitating tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). F-10 Restricted cash balances are included with cash and cash equivalent balances as of the beginning and ending of each period presented in the consolidated statements of cash flows. The following table provides a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2023 and 2022 (in thousands): Cash and cash equivalents Restricted cash Cash, cash equivalents and restricted cash, beginning of period Cash and cash equivalents Restricted cash Cash, cash equivalents and restricted cash, end of period Investments in Real Estate Acquisitions Year Ended December 31, 2023 2022 $ $ $ $ 36,786 $ — 36,786 $ 33,444 $ — 33,444 $ 43,987 11 43,998 36,786 — 36,786 We account for acquisitions of properties under ASU 2017-01, Business Combinations–Clarifying the Definition of a Business, which provides a framework for determining whether transactions should be accounted for as acquisitions of assets or businesses and further revises the definition of a business. Our acquisitions of properties generally do not meet the revised definition of a business and accordingly are accounted for as asset acquisitions. For asset acquisitions, we allocate the cost of the acquisition, which includes cash and non-cash consideration paid to the seller and associated acquisition transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. These individual assets and liabilities typically include land, building and improvements, tenant improvements, intangible assets and liabilities related to above- and below-market leases, intangible assets related to in-place leases, and from time to time, assumed mortgage debt. As there is no measurement period concept for an asset acquisition, the allocated cost of the acquired assets is finalized in the period in which the acquisition occurs. We determine the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon Level 3 inputs, which are unobservable inputs based on the Company’s assumptions with respect to the assumptions a market participant would use. These Level 3 inputs include discount rates, capitalization rates, market rental rates, rental growth rates and comparable sales data, including land sales, for similar properties. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. In determining the “as-if-vacant” value for the properties we acquired during the year ended December 31, 2023, we used discount rates ranging from 6.00% to 9.50% and exit capitalization rates ranging from 4.75% to 7.75%. In determining the fair value of intangible lease assets or liabilities, we also consider Level 3 inputs. Acquired above- and below-market leases are valued based on the present value of the difference between prevailing market rental rates and the in-place rental rates measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases determined to be reasonably certain of exercise, if applicable. The estimated fair value of acquired in-place at-market tenant leases are the estimated costs that would have been incurred to lease the property to the occupancy level of the property at the date of acquisition. We consider estimated costs such as the value associated with leasing commissions, legal and other costs, as well as the estimated period of time necessary to lease such a property to its occupancy level at the time of its acquisition. In determining the fair value of acquisitions completed during the year ended December 31, 2023, we used an estimated average lease-up period ranging from six months to eighteen months. From time to time, we may engage in a sale-leaseback transaction whereby we execute a lease with the seller/tenant simultaneously with the acquisition of a property. Sale-leaseback transactions entered into at off-market terms are adjusted so that the transaction is recorded at fair value. If the purchase price is less than the fair value of the acquired property, or the present value of contractual leaseback payments is less than the present value of market rental payments, the difference is recognized as “Tenant prepaid rent” in the consolidated balance sheets and is recognized as rental income on a straight-line basis over the term of the lease. The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is recorded as a premium or discount and amortized to “interest expense” over the life of the debt assumed. The valuation of assumed liabilities are based on our estimate of the current market rates for similar liabilities in effect at the acquisition date. F-11 Demolition costs incurred in conjunction with the acquisition of real estate are capitalized as part of the cost of the acquisition if the demolition (i) is contemplated as part of the acquisition and (ii) occurs within a reasonable period of time after the acquisition. If demolition was not contemplated as part of the acquisition or the demolition does not occur within a reasonable period of time after the acquisition, the costs of the demolition are expensed as incurred. Capitalization of Costs We capitalize direct costs incurred in developing, renovating, rehabilitating and improving real estate assets as part of the investment basis. This includes certain general and administrative costs, including payroll, bonus, and non-cash equity compensation of the personnel performing redevelopment, renovations and rehabilitation if such costs are identifiable to a specific activity to get the real estate asset ready for its intended use. During the redevelopment and construction periods of a project, we also capitalize interest, real estate taxes and insurance costs. We cease capitalization of costs upon substantial completion of the project, but no later than one year from cessation of major construction activity. If some portions of a project are substantially complete and ready for use and other portions have not yet reached that stage, we cease capitalizing costs on the completed portion of the project but continue to capitalize for the incomplete portion of the project. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. We capitalized interest costs of $23.6 million, $12.2 million and $4.5 million during the years ended December 31, 2023, 2022 and 2021, respectively. We capitalized real estate taxes and insurance aggregating $7.1 million, $5.2 million, and $2.2 million and during the years ended December 31, 2023, 2022 and 2021, respectively. We capitalized compensation costs for employees who provide construction services of $11.1 million, $8.7 million and $6.1 million during the years ended December 31, 2023, 2022 and 2021, respectively. Depreciation and Amortization Real estate, including land, building and land improvements, tenant improvements, furniture, fixtures and equipment and intangible lease assets and liabilities are stated at historical cost less accumulated depreciation and amortization, unless circumstances indicate that the cost cannot be recovered, in which case, the carrying value of the property is reduced to estimated fair value as discussed below in our policy with regard to impairment of long-lived assets. We estimate the depreciable portion of our real estate assets and related useful lives in order to record depreciation expense. The values allocated to buildings, site improvements, in-place lease intangibles and tenant improvements are depreciated on a straight-line basis using an estimated useful life that typically ranges from 10-30 years for buildings, 5-25 years for site improvements, and the shorter of the estimated useful life or respective lease term for in-place lease intangibles and tenant improvements. As discussed above in —Investments in Real Estate—Acquisitions, in connection with property acquisitions, we may acquire leases with rental rates above or below the market rental rates. Such differences are recorded as an acquired lease intangible asset or liability and amortized to “rental income” over the remaining term of the related leases. Our estimate of the useful life of our assets is evaluated upon acquisition and when circumstances indicate that a change in the useful life has occurred, which requires significant judgment regarding the economic obsolescence of tangible and intangible assets. Assets Held for Sale We classify a property as held for sale when all of the criteria set forth in ASC Topic 360: Property, Plant and Equipment (“ASC 360”) have been met. The criteria are as follows: (i) management, having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. At the time we classify a property as held for sale, we cease recording depreciation and amortization. A property classified as held for sale is measured and reported at the lower of its carrying amount or its estimated fair value less cost to sell. As of December 31, 2023 and 2022, we did not have any properties classified as held for sale. F-12 Impairment of Long-Lived Assets In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of ASC 360, we assess the carrying values of our respective long-lived assets, including operating lease right-of-use assets (“ROU assets”), whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Recoverability of real estate assets and other long-lived assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. To review real estate assets for recoverability, we consider current market conditions as well as our intent with respect to holding or disposing of the asset. The intent with regards to the underlying assets might change as market conditions and other factors change. For office space ROU assets, the execution of a sublease where the remaining lease payments of the original office space lease exceed the sublease receipts reflects an indication of impairment which suggests the carrying value of the ROU asset may not be recoverable. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property, quoted market values and third-party appraisals, where considered necessary. The use of projected future cash flows is based on assumptions that are consistent with estimates of future expectations and the strategic plan used to manage our underlying business. If our analysis indicates that the carrying value of the real estate asset and other long-lived assets is not recoverable on an undiscounted cash flow basis, we will recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions or our intent with respect to our investment that occur subsequent to our impairment analyses could impact these assumptions and result in future impairment of our real estate properties. During the years ended December 31, 2023, 2022 or 2021, there were no impairment charges recorded to the carrying value of our real estate properties. During the year ended December 31, 2021, in connection with the execution of a sublease for one of our office space leases, we recorded a $1.0 million impairment charge to reduce the carrying value of the related ROU asset. In February 2023, the sublease was early terminated resulting in further impairment charge of $0.2 million recorded in the year ended December 31, 2023. These impairment charges are presented in “Other expenses” in the consolidated statements of operations. See also “Note 7 – Leases” for details. Accounting for Leases Leases as Lessor We evaluate new leases originated or leases assumed as part of an acquisition transaction under ASC Topic 842: Leases to determine lease classification. Generally, all of our leases have historically been classified as operating leases. A lease is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, there is a purchase option that the tenant is reasonably certain to exercise, the lease term, including extension options that the tenant is reasonably certain to exercise, is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor, if applicable. As of and for the year ended December 31, 2023, 2022 and 2021, we did not have any leases that were classified as sales-type or financing leases under sale-leaseback rules. Leases as a Lessee We determine if an arrangement is a lease at inception. Operating lease ROU assets are included in “Other assets” and lease liabilities are included in “Accounts payable, accrued expenses and other liabilities” in our consolidated balance sheets. ROU assets represent our right to use, or control the use of, a specified asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Because our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is generally recognized on a straight-line basis over the term of the lease through the amortization of the ROU assets and lease liabilities. Additionally, for our operating leases, we do not separate non-lease F-13 components, such as common area maintenance, from associated lease components. See “Note 7 – Leases” for additional lessee disclosures required under lease accounting standards. Income Taxes We have elected to be taxed as a REIT under the Code commencing with our initial taxable year ended December 31, 2013. To qualify as a REIT, we are required (among other things) to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we qualify for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our activities. If we fail to qualify as a REIT in any taxable year, and were unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to regular federal corporate income tax, including any applicable alternative minimum tax on our taxable income. We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to regular federal corporate income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions. We are subject to taxation by various state and local jurisdictions, including those in which we transact business or reside. Other than our Subsidiary REIT (a private REIT acquired on July 18, 2022), our non-taxable subsidiaries, including our Operating Partnership, are either partnerships or disregarded entities for federal income tax purposes. Under applicable federal and state income tax rules, the allocated share of net income or loss from disregarded entities and flow- through entities such as partnerships is reportable in the income tax returns of the respective equity holders. Our taxable REIT subsidiary is a C-corporation subject to federal and state income tax. However, it has a cumulative unrecognized net operating loss carryforward. Accordingly, no income tax provision is included in the accompanying consolidated financial statements for the years ended December 31, 2023, 2022 and 2021. We periodically evaluate our tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of December 31, 2023 and 2022, we have not established a liability for uncertain tax positions. Derivative Instruments and Hedging Activities We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources and duration of our debt funding and through the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing and duration of our known or expected cash payments principally related to our borrowings. In accordance with ASC Topic 815: Derivatives and Hedging, we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, and whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or we elect not to apply hedge accounting. F-14 Our objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional value. From time to time, we also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances (“treasury rate lock agreements”). The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in accumulated other comprehensive income/(loss) (“AOCI”). Upon the termination of a derivative for which cash flow hedging was being applied, the balance, which was recorded in AOCI, is amortized to interest expense over the remaining contractual term of the derivative as long as the hedged forecasted transactions continue to be probable of occurring. Upon the settlement of treasury rate lock agreements, amounts remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. Cash payments made to terminate or settle interest rate derivatives are presented in cash flows provided by operating activities in the accompanying consolidated statements of cash flows, given the nature of the underlying cash flows that the derivative was hedging. See “Note 8 – Interest Rate Derivatives” for details. Revenue Recognition Our primary sources of income are rental income, management and leasing services, gains on sale of real estate and interest income. Rental Income We lease industrial space to tenants primarily under non-cancelable operating leases that generally contain provisions for minimum base rents plus reimbursement for certain operating expenses. Total minimum annual lease payments are recognized in rental income on a straight-line basis over the term of the related lease, regardless of when payments are contractually due, when collectability is probable. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space. Lease termination fees, which are included in rental income, are recognized when the related leases are canceled and we have no continuing obligation to provide services to such former tenants. Our lease agreements with tenants generally contain provisions that require tenants to reimburse us for certain property expenses. Estimated reimbursements from tenants for these property expenses, which include real estate taxes, insurance, common area maintenance and other recoverable operating expenses, are recognized as revenues in the period that the expenses are incurred. Subsequent to year-end, we perform final reconciliations on a lease-by-lease basis and bill or credit each tenant for any cumulative annual adjustments. As the timing and pattern of revenue recognition is the same and as the lease component would be classified as an operating lease if it were accounted for separately, rents and tenant reimbursements are treated as a combined lease component and presented as a single line item “Rental income” in our consolidated statements of operations. We record revenues and expenses on a gross basis for lessor costs (which include real estate taxes) when these costs are reimbursed to us by our tenants. Conversely, we record revenues and expenses on a net basis for lessor costs when they are paid by our tenants directly to the taxing authorities on our behalf. Management and leasing services We provide property management services and leasing services to related party and third-party property owners, the customer, in exchange for fees and commissions. Property management services include performing property inspections, monitoring repairs and maintenance, negotiating vendor contracts, maintaining tenant relations and providing financial and accounting oversight. For these services, we earn monthly management fees, which are based on a fixed percentage of each managed property’s monthly tenant cash receipts. We have determined that control over the services is passed to the customer simultaneously as performance occurs. Accordingly, management fee revenue is earned as the services are provided to our customers. Leasing commissions are earned when we provide leasing services that result in an executed lease with a tenant. We have determined that control over the services is transferred to the customer upon execution of each lease agreement. We earn leasing commissions based on a fixed percentage of rental income generated for each executed lease agreement and there is no variable income component. Gain or Loss on Sale of Real Estate We account for dispositions of real estate properties, which are considered nonfinancial assets, in accordance with ASC 610-20: Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets and recognize a gain or loss on sale of real estate upon transferring control of the nonfinancial asset to the purchaser, which is generally satisfied at the time of sale. If we were to conduct a partial sale of real estate by transferring a controlling interest in a nonfinancial asset, while retaining a noncontrolling ownership interest, we would measure any noncontrolling interest received or retained at fair value, and recognize F-15 a full gain or loss. If we receive consideration before transferring control of a nonfinancial asset, we recognize a contract liability. If we transfer control of the asset before consideration is received, we recognize a contract asset. When leases contain purchase options, we assess the probability that the tenant will execute the purchase option both at lease commencement and at the time the tenant communicates its intent to exercise the purchase option. If we determine the exercise of the purchase option is reasonably certain, we will account for the lease as a sales-type lease and derecognize the associated real estate assets on our balance sheet and record a gain or loss on sale of real estate. Interest Income Interest income on our loan receivable is recognized on an accrual basis over the life of the loan using the interest method. Loan origination fees, net of origination costs, are accreted or amortized over the term of the loan as an adjustment to interest income using the effective interest method. Generally, a loan is placed on nonaccrual status when delinquent for more than 90 days or when determined not to be probable of full collection. Interest income recognition is suspended when loans are placed on nonaccrual status. Interest accrued, but not collected, at the date loans are placed on nonaccrual status is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. However, when there is doubt regarding the ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Loans are restored to accrual status only when contractually current or the collection of future payments is reasonably assured. Valuation of Operating Lease Receivables We may be subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables, including deferred rent receivables arising from the straight-line recognition of rental income, related to our operating leases. In order to mitigate these risks, we perform credit reviews and analyses on prospective tenants before significant leases are executed and on existing tenants before properties are acquired. On a quarterly basis, we perform an assessment of the collectability of operating lease receivables on a tenant-by-tenant basis, which includes reviewing the age and nature of our receivables, the payment history and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations and the status of negotiations of any disputes with the tenant. Any changes in the collectability assessment for an operating lease is recognized as an adjustment, which can be a reduction or increase, to rental income in the consolidated statements of operations. As a result of our quarterly collectability assessments, we recognized $3.6 million as a net reduction adjustment, $0.4 million as a net increase adjustment and $0.5 million as a net reduction adjustment to rental income in the consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021, respectively. Loan Receivable Our loan receivable is reflected at amortized cost in the consolidated balance sheets. The amortized cost of our loan receivable is the outstanding unpaid principal balance, net of unamortized costs and fees directly associated with the origination of the loan. Accrued interest receivable related to our loan receivable is recorded at the net amount expected to be collected within “Rents and other receivables, net” in the consolidated balance sheets. The current expected credit losses approach under ASC Topic 326: Financial Instruments-Credit Losses requires an estimate of the credit losses expected over the life of a loan. We assess the need for an allowance for credit losses related to our loan receivable and the related interest receivable by evaluating the following: (i) asset-specific risks, which include the nature of the collateral, current loan-to-value ratio and the potential future changes in the collateral’s fair value, (ii) other relevant available information, from internal and external sources, relating to current conditions that may affect the borrower’s ability to repay the loan upon maturity, such as the borrower’s current financial condition and credit rating, and (iii) historical losses (adjusted for current conditions and reasonable and supportable forecasts) for financial assets secured with similar collateral (all taken together, the “credit loss evaluation criteria”). See “Note 5 – Loan Receivable” for details. Deferred Leasing Costs We capitalize the incremental direct costs of originating a lease that would not have been incurred had the lease not been executed. As a result, deferred leasing costs will generally only include third-party broker commissions. Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a reduction from the carrying value of the debt liability. This offset against the debt liability is treated similarly to a debt discount, which effectively reduces the proceeds of a borrowing. For line of credit arrangements, we present debt issuance costs as an asset and amortize the cost over the term of the line of credit arrangement. See “Note 6 – Notes Payable” for details. F-16 Equity Based Compensation We account for equity-based compensation in accordance with ASC Topic 718: Compensation – Stock Compensation. Total compensation cost for all share-based awards is based on the estimated fair market value of the equity instrument issued on the grant date. For share-based awards that vest based solely on a service condition, we recognize compensation cost on a straight-line basis over the total requisite service period for the entire award. For share-based awards that vest based on a market condition, we recognize compensation cost on a straight-line basis over the requisite service period of each separately vesting tranche. For share-based awards that vest based on a performance condition, we recognize compensation cost based on the number of awards that are expected to vest based on the probable outcome of the performance condition. Compensation cost for these awards will be adjusted to reflect the number of awards that ultimately vest. Forfeitures are recognized in the period in which they occur. See “Note 14 – Incentive Award Plan” for details. Equity Offerings Underwriting commissions and offering costs incurred in connection with common stock offerings and our at-the-market equity offering programs have been reflected as a reduction of additional paid-in capital. Underwriting commissions and offering costs related to our preferred stock issuances have been reflected as a direct reduction of the preferred stock balance. Under relevant accounting guidance, sales of our common stock under forward equity sale agreements (as discussed in “Note 12 – Stockholders’ Equity”) are not deemed to be liabilities, and furthermore, meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock. Earnings Per Share We calculate earnings per share (“EPS”) in accordance with ASC 260: Earnings Per Share (“ASC 260”). Under ASC 260, unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the computation of basic EPS pursuant to the two- class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends declared (or accumulated) and their respective participation rights in undistributed earnings. Basic EPS is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding determined for the basic EPS computation plus the potential effect of any dilutive securities including shares issuable under forward equity sale agreements and unvested share-based awards under the treasury stock method. We include unvested shares of restricted stock and unvested LTIP units in the computation of diluted EPS by using the more dilutive of the two-class method or treasury stock method. We include unvested performance units as contingently issuable shares in the computation of diluted EPS once the market criteria are met, assuming that the end of the reporting period is the end of the contingency period. Any anti-dilutive securities are excluded from the diluted EPS calculation. See “Note 15 – Earnings Per Share” for details. Segment Reporting Management views the Company as a single reportable segment based on its method of internal reporting in addition to its allocation of capital and resources. Recent Accounting Pronouncements (Issued and Not Yet Adopted) In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, and requires specific disclosures for all entities with equity securities subject to a contractual sale restriction including (1) the fair value of such equity securities reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the restrictions. In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale as a separate unit of account. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact of adopting ASU 2022-03. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 was issued in response to the SEC’s final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure F-17 requirements that the SEC believed were duplicative, overlapping, or outdated, and to align the requirements in the Codification with the SEC’s disclosure requirements. The effective date for each amendment in ASU 2023-06 will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S- X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. We do not expect the adoption of ASU 2023-06 to have a material impact on our consolidated financial statements and related disclosures. F-18 3. Investments in Real Estate Acquisition Summary The following table summarizes the wholly-owned properties we acquired during the year ended December 31, 2023: Property Submarket (3) (2) 16752 Armstrong Avenue 10545 Production Avenue 3520 Challenger Street 9000 Airport Boulevard 9223-33 & 9323 Balboa Avenue and 4285 Ponderosa Avenue 13925 Benson Avenue 19301 Santa Fe Avenue 2395-2399 Bateman Avenue 27712 & 27756 Avenue Mentry 5630 Cerritos Avenue 9400-9500 Santa Fe Springs Road 422 Rosecrans Avenue 14650 Hoover Street 2500 Thompson Street (5) 15801 West 1st Street 600-708 Vermont Avenue 11234 Rush Street (4) (4) Total 2023 Property Acquisitions Orange County - Airport San Bernardino - Inland Empire West Los Angeles - South Bay Los Angeles - South Bay San Diego - Central San Bernardino - Inland Empire West Los Angeles - South Bay Los Angeles - San Gabriel Valley Los Angeles - San Fernando Valley Orange County - West Los Angeles - Mid-Counties Los Angeles - South Bay Orange County - West Los Angeles - South Bay Los Angeles - San Gabriel Valley Orange County - North Los Angeles - San Gabriel Valley Date of Acquisition 1/6/2023 1/30/2023 2/28/2023 3/28/2023 3/30/2023 4/7/2023 4/14/2023 4/21/2023 7/13/2023 7/14/2023 7/20/2023 7/26/2023 7/27/2023 8/18/2023 10/26/2023 12/15/2023 12/28/2023 Rentable Square Feet 81,600 1,101,840 49,336 38,680 515,382 38,143 41,638 134,952 220,752 76,032 595,304 9,350 59,679 174,691 993,142 133,836 6,370 4,270,727 Number of Buildings Contractual Purchase Price (in thousands) (1) 1 $ 1 1 1 5 1 3 3 2 1 2 1 1 1 1 4 1 30 $ 40,000 365,000 14,200 143,000 200,000 27,500 14,600 41,203 38,010 21,350 210,000 2,850 22,300 20,250 120,000 57,025 12,500 1,349,788 (1) (2) (3) (4) (5) Represents the gross contractual purchase price before certain credits, prorations, closing costs and other acquisition related costs. Including $3.8 million of capitalized closing costs and acquisition related costs net of certain credits, the total aggregate initial investment was $1.354 billion. Each acquisition was funded with available cash on hand unless otherwise noted. Represents the acquisition of 18.4 acres of industrial zoned land. Represents the acquisition of three properties in one consolidated transaction. Represents acquisition of a current or near-term (within 24 months) redevelopment site. This property was acquired through a sale-leaseback transaction in which the seller and tenant are under common control. The transaction was entered into at off-market terms where the contractual purchase price was less than the fair value of the acquired property. The difference was recognized as “Tenant prepaid rent” in the consolidated balance sheets. The following table summarizes the wholly-owned properties we acquired during the year ended December 31, 2022: (2) Property 444 Quay Avenue 18455 Figueroa Street 24903 Avenue Kearny 19475 Gramercy Place Submarket Los Angeles - South Bay Los Angeles - South Bay Los Angeles - San Fernando Valley Los Angeles - South Bay Date of Acquisition 1/14/2022 1/31/2022 2/1/2022 2/2/2022 Rentable Square Feet 29,760 146,765 214,436 47,712 Number of Buildings Contractual Purchase Price (in thousands) (1) 1 $ 2 1 1 10,760 64,250 58,463 11,300 F-19 (4) (2) (3) Property 14005 Live Oak Avenue 13700-13738 Slover Ave Meggitt Simi Valley 21415-21605 Plummer Street 1501-1545 Rio Vista Avenue 17011-17027 Central Avenue 2843 Benet Road 14243 Bessemer Street 2970 East 50th Street 19900 Plummer Street Long Beach Business Park 13711 Freeway Drive 6245 Providence Way 7815 Van Nuys Blvd 13535 Larwin Circle 1154 Holt Blvd 900-920 Allen Avenue 1550-1600 Champagne Avenue 10131 Banana Avenue 2020 Central Avenue 14200-14220 Arminta Street 1172 Holt Blvd 1500 Raymond Avenue 2400 Marine Avenue 14434-14527 San Pedro Street 20900 Normandie Avenue 15771 Red Hill Avenue 14350 Arminta Street 29125 Avenue Paine 3935-3949 Heritage Oak Court 620 Anaheim Street 400 Rosecrans Avenue 3547-3555 Voyager Street 6996-7044 Bandini Blvd (4) (2) (5) (4) (4) 4325 Etiwanda Avenue Merge-West 6000-6052 & 6027-6029 Bandini Blvd 3901 Via Oro Avenue 15650 Don Julian Road 15700 Don Julian Road 17000 Gale Avenue Submarket Los Angeles - San Gabriel Valley San Bernardino - Inland Empire West Ventura Los Angeles - San Fernando Valley Los Angeles - Central Los Angeles - South Bay San Diego - North County Los Angeles - San Fernando Valley Los Angeles - Central Los Angeles - San Fernando Valley Los Angeles - South Bay Los Angeles - Mid-Counties San Bernardino - Inland Empire West Los Angeles - San Fernando Valley Los Angeles - Mid-Counties San Bernardino - Inland Empire West Los Angeles - San Fernando Valley San Bernardino - Inland Empire West San Bernardino - Inland Empire West Los Angeles - South Bay Los Angeles - San Fernando Valley San Bernardino - Inland Empire West Orange County - North Los Angeles - South Bay Los Angeles - South Bay Los Angeles - South Bay Orange County - Airport Los Angeles - San Fernando Valley Los Angeles - San Fernando Valley Ventura Los Angeles - South Bay Los Angeles - South Bay Los Angeles - South Bay Los Angeles - Central Riverside / San Bernardino - Inland Empire West Riverside / San Bernardino - Inland Empire West Los Angeles - Central Los Angeles - South Bay Los Angeles - San Gabriel Valley Los Angeles - San Gabriel Valley Los Angeles - San Gabriel Valley F-20 Date of Acquisition 2/8/2022 2/10/2022 2/24/2022 2/25/2022 3/1/2022 3/9/2022 3/9/2022 3/9/2022 3/9/2022 3/11/2022 3/17/2022 3/18/2022 3/22/2022 4/19/2022 4/21/2022 4/29/2022 5/3/2022 5/6/2022 5/6/2022 5/20/2022 5/25/2022 5/25/2022 6/1/2022 6/2/2022 6/3/2022 6/3/2022 6/9/2022 6/10/2022 6/14/2022 6/22/2022 6/23/2022 7/6/2022 7/12/2022 7/13/2022 Rentable Square Feet 56,510 17,862 285,750 231,769 54,777 52,561 35,000 14,299 48,876 43,472 123,532 82,092 27,636 43,101 56,011 35,033 68,630 124,243 — 30,233 200,003 44,004 — 50,000 118,923 74,038 100,653 18,147 175,897 186,726 34,555 28,006 60,248 111,515 7/15/2022 124,258 7/18/2022 1,057,419 7/22/2022 8/12/2022 8/12/2022 8/12/2022 8/12/2022 182,782 53,817 43,392 40,453 29,888 Number of Buildings Contractual Purchase Price (in thousands) (1) 1 1 3 2 2 3 1 1 1 1 4 1 1 1 1 1 2 2 — 1 1 1 — 2 1 1 1 1 1 1 1 1 3 2 1 6 2 1 1 1 1 25,000 13,209 57,000 42,000 28,000 27,363 12,968 6,594 18,074 15,000 24,000 34,000 9,672 25,000 15,500 14,158 25,000 46,850 26,166 10,800 80,653 17,783 45,000 30,000 49,105 39,980 46,000 8,400 45,000 56,400 17,100 8,500 20,900 40,500 47,500 470,000 91,500 20,000 16,226 15,127 11,176 (4) Property 17909 & 17929 Susana Road 2880 Ana Street 920 Pacific Coast Highway 21022 & 21034 Figueroa Street 13301 Main Street 20851 Currier Road 3131 Harcourt Street & 18031 Susana Road 14400 Figueroa Street 2130-2140 Del Amo Blvd 19145 Gramercy Place 20455 Reeves Avenue 14874 Jurupa Avenue 10660 Mulberry Avenue 755 Trademark Circle 4500 Azusa Canyon Road 7817 Haskell Avenue Total 2022 Property Acquisitions Submarket Los Angeles - South Bay Los Angeles - South Bay Los Angeles - South Bay Los Angeles - South Bay Los Angeles - South Bay Los Angeles - San Gabriel Valley Los Angeles - South Bay Los Angeles - South Bay Los Angeles - South Bay Los Angeles - South Bay Los Angeles - South Bay San Bernardino - Inland Empire West San Bernardino - Inland Empire West San Bernardino - Inland Empire West Los Angeles - San Gabriel Valley Los Angeles - San Fernando Valley Date of Acquisition 8/17/2022 8/25/2022 9/1/2022 9/7/2022 9/14/2022 10/5/2022 11/15/2022 11/22/2022 12/16/2022 12/16/2022 12/16/2022 12/16/2022 12/16/2022 12/23/2022 12/29/2022 12/29/2022 Rentable Square Feet 57,376 80,850 148,186 51,185 106,969 59,412 73,000 121,062 99,064 102,143 110,075 158,119 49,530 34,427 77,266 7,327 5,940,775 Number of Buildings Contractual Purchase Price (in thousands) (1) 2 1 1 1 1 1 2 4 2 1 1 1 1 1 1 1 87 $ 26,100 34,600 100,000 24,200 51,150 21,800 27,500 49,000 41,900 37,000 48,950 59,250 10,950 10,500 40,000 11,050 2,391,927 (1) (2) (3) (4) (5) Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. Including $27.7 million of capitalized closing costs and acquisition related costs, the total aggregate initial investment was $2.42 billion. Each acquisition was funded with available cash on hand unless otherwise noted. Represents acquisition of an industrial outdoor storage site. The acquisition of the Long Beach Business Park was funded through a combination of cash on hand and the issuance of 164,998 3.00% Cumulative Redeemable Convertible Preferred Units of partnership interest in the Operating Partnership. See “Note 13 – Noncontrolling Interests – Preferred Units – Series 3 CPOP Units” for additional details. Represents acquisition of a current or near-term (within 24 months) redevelopment site. On May 25, 2022, we acquired the property located at 14200-14220 Arminta Street for a purchase price of $80.7 million, exclusive of closing costs. The acquisition was funded through a combination of cash on hand and the issuance of 954,000 common units of limited partnership interests in the Operating Partnership valued at $56.2 million. F-21 The following table summarizes the fair value of amounts allocated to each major class of asset and liability for the acquisitions noted in the table above, as of the date of each acquisition (in thousands): (1) (2) Assets: Land Buildings and improvements Tenant improvements Acquired lease intangible assets Right of use asset - ground lease Other acquired assets Total assets acquired Liabilities: Acquired lease intangible liabilities Lease liability - ground lease Other deferred rent (off-market terms) Other assumed liabilities Total liabilities assumed (3)(6) (3) (2) (4) (5) Net assets acquired 2023 2022 $ $ $ $ $ 978,844 $ 435,288 5,685 29,528 — 925 1,450,270 $ 32,984 $ — 62,813 40,763 136,560 $ 1,313,710 $ 1,698,173 687,358 9,987 82,539 4,787 558 2,483,402 54,085 4,787 4,339 15,652 78,863 2,404,539 (1) For the 2023 acquisitions, acquired lease intangible assets are comprised of $29.4 million of in-place lease intangibles with a weighted average amortization period of 11.9 years and $0.1 million of above-market lease intangibles with a weighted average amortization period of 5.2 years. For the 2022 acquisitions, acquired lease intangible assets are comprised of $63.7 million of in-place lease intangibles with a weighted average amortization period of 5.8 years, $5.9 million of above-market lease intangibles with a weighted average amortization period of 6.9 years and a $13.0 million below-market ground lease intangible with an amortization period of 78.9 years. (2) The ROU asset and lease liability relate to a ground lease that we assumed in March 2022 in connection with the acquisition of 2970 East 50th Street. (3) Includes other working capital assets acquired and liabilities assumed at the time of acquisition, including prorations. (4) Represents below-market lease intangibles with a weighted average amortization period of 20.8 years and 8.9 years, for the 2023 and 2022 acquisitions, respectively. (5) In connection with the acquisition of 15801 West 1st Street in 2023 and four acquisition transactions in 2022, we simultaneously entered into leaseback agreements with each seller/tenant in which the sale-leaseback transaction had off-market terms (sale price or leaseback payments were less than fair value). Amounts are recorded in the line item “Tenant prepaid rent” in the consolidated balance sheets and are recognized into rental income on a straight-line basis over the term of each respective lease, which is 17.4 years for the 2023 leaseback at 15801 West 1st Street and a weighted average lease term of one year for the 2022 leasebacks. (6) In addition to other liabilities assumed at the time of acquisition, the amount for 2023 includes one-year of prepaid rent totaling $23.9 million paid by a seller/tenant at the time of closing not related to off-market transaction terms. F-22 Dispositions The following table summarizes information related to the properties that we sold during the years ended December 31, 2023, 2022, and 2021 (dollars in thousands). Property 2023 Dispositions: 8101-8117 Orion Ave. 3720-3750 W. Warner Avenue 2022 Dispositions: 28159 Avenue Stanford 2021 Dispositions: 14723-14825.25 Oxnard Street 6760 Central Avenue, Unit B 11529-11547 Tuxford Street 5803 Newton Drive 2670-2674 East Walnut Street and 89-91 San Gabriel Boulevard Total Submarket Date of Disposition Rentable Square Feet Contractual Sales Price (in thousands) (1) Gain Recorded (in thousands) Los Angeles - San Fernando Valley Orange County Airport 3/28/2023 12/05/2023 48,394 $ 38,643 87,037 17,000 $ 11,275 28,275 12,133 6,868 19,001 Los Angeles - San Fernando Valley Los Angeles - San Fernando Valley San Bernardino - Inland Empire East Los Angeles - San Fernando Valley San Diego - North Los Angeles - San Fernando Valley 1/13/2022 79,247 $ 16,500 $ 8,486 2/12/2021 77,790 $ 19,250 $ 3/15/2021 9,943 5/20/2021 9/15/2021 11/01/2021 29,730 71,602 31,619 220,684 $ 1,530 8,176 18,600 11,700 59,256 $ 9,906 954 2,750 13,702 6,617 33,929 (1) Represents the gross contractual sales price before commissions, prorations, credits and other closing costs. F-23 4. Acquired Lease Intangibles The following table summarizes our acquisition-related intangible assets, including the value of in-place tenant leases, above-market tenant leases and a below-market ground lease, and our acquisition-related intangible liabilities, including below-market tenant leases (in thousands): December 31, 2023 2022 Acquired Lease Intangible Assets: In-place lease intangibles Accumulated amortization In-place lease intangibles, net Above-market tenant leases Accumulated amortization Above-market tenant leases, net Below-market ground lease (1) Accumulated amortization (1) Below-market ground lease, net Acquired lease intangible assets, net Acquired Lease Intangible Liabilities: Below-market tenant leases Accumulated accretion Below-market tenant leases, net Acquired lease intangible liabilities, net $ $ $ $ $ $ $ $ $ $ 338,001 $ (207,804) 130,197 $ 25,598 $ (14,808) 10,790 $ 12,978 $ (295) 12,683 $ 153,670 $ (249,853) $ 102,292 (147,561) $ (147,561) $ 315,842 (172,883) 142,959 26,851 (12,671) 14,180 12,977 (130) 12,847 169,986 (220,646) 73,262 (147,384) (147,384) (1) The below-market lease intangible relates to a ground lease that we assumed in March 2022 in connection with the acquisition of 2970 East 50th Street. The following table summarizes the amortization related to our acquired lease intangible assets and liabilities for the reported periods noted below (in thousands): In-place lease intangibles Net below market tenant leases (3) Below-market ground leases (1) (2) 2023 Year Ended December 31, 2022 2021 $ $ $ 42,168 $ (29,295) $ 164 $ 42,202 $ (31,339) $ 130 $ 30,136 (15,443) — (1) The amortization of in-place lease intangibles is recorded to depreciation and amortization expense in the consolidated statements of operations for the periods presented. (2) The amortization of net below market tenant leases is recorded as an increase to rental income in the consolidated statements of operations for the periods presented. (3) The amortization of the below-market ground lease is recorded as an increase to property expenses in the consolidated statements of operations for the periods presented. F-24 The following table summarizes the estimated amortization/(accretion) of our acquisition-related intangibles as of December 31, 2023, for the next five years and thereafter (in thousands): Year Ending 2024 2025 2026 2027 2028 Thereafter Total In-place Leases (1) Net Above/(Below) Market Operating Leases (2) Below Market (3) Ground Lease $ $ 29,246 $ 22,983 18,089 13,427 11,300 35,152 130,197 $ (23,867) $ (18,072) (14,416) (9,558) (8,406) (62,452) (136,771) $ 164 164 164 164 164 11,863 12,683 (1) Estimated amounts of amortization will be recorded to depreciation and amortization expense in the consolidated statements of operations. (2) Estimated amounts of amortization will be recorded as a net increase to rental income in the consolidated statements of operations. (3) Estimated amounts of amortization will be recorded as an increase to property expenses in the consolidated statements of operations for the periods presented. 5. Loan Receivable On October 26, 2023, in conjunction with the acquisition of the property located at 15801 West 1st Street, we issued a $125.0 million loan to the seller that is securitized by an adjacent 150-acre industrial development site as well as two escrow reserve accounts that were funded with loan proceeds at closing (the “loan collateral”). At issuance, the loan receivable has a loan to value ratio of less than 60% based on the estimated fair value of the loan collateral. The loan bears interest at 7.50% per annum, requires monthly interest-only payments with a balloon payment at maturity, and has an effective interest rate of 8.00% including loan origination costs and fees. The loan has a maturity date of October 26, 2028, with one 1-year extension available at the borrower’s option, subject to certain conditions plus the payment of a 0.25% extension fee. The loan allows for prepayment, in part or whole, with penalties ranging from 1.00% to 2.00% of the amount prepaid, depending on the timing of the prepayment. The loan also includes a right of first offer for us to acquire the underlying industrial development site in the future. As of December 31, 2023, the carrying value of the loan receivable was $122.8 million, which reflects $2.2 million of unamortized origination fees/costs. Based on our current assessment of the credit loss evaluation criteria, we determined that the allowance for potential credit losses on our loan receivable is immaterial as of December 31, 2023. F-25 6. Notes Payable The following table summarizes the components and significant terms of our indebtedness as of December 31, 2023 and 2022 (dollars in thousands): December 31, 2023 December 31, 2022 Margin Above SOFR Interest Rate (1) Contractual Maturity Date Unsecured and Secured Debt: Unsecured Debt: Revolving Credit Facility $400M Term Loan $100M Senior Notes $300M Term Loan $125M Senior Notes $300M Senior Notes due 2028 $25M Series 2019A Senior Notes $400M Senior Notes due 2030 $400M Senior Notes due 2031 (green bond) $75M Series 2019B Senior Notes Total Unsecured Debt (7) (7) (7) (8) Secured Debt: 2601-2641 Manhattan Beach Boulevard 960-970 Knox Street 7612-7642 Woodwind Drive 11600 Los Nietos Road $60M Term Loan 5160 Richton Street 22895 Eastpark Drive 701-751 Kingshill Place 13943-13955 Balboa Boulevard 2205 126th Street 2410-2420 Santa Fe Avenue 11832-11954 La Cienega Boulevard (7) Gilbert/La Palma 7817 Woodley Avenue Total Secured Debt (10) (10) (7) (9) (7) (7) (7) Total Unsecured and Secured Debt Less: Unamortized premium/discount and debt issuance costs (11) Total (1) (2) $ $ $ $ $ $ $ $ $ $ $ — 400,000 100,000 300,000 125,000 300,000 25,000 400,000 400,000 75,000 2,125,000 — — 3,613 2,290 60,000 4,029 2,539 6,984 14,596 5,200 10,300 3,852 1,741 2,881 118,025 2,243,025 (17,111) — 400,000 100,000 300,000 125,000 — 25,000 400,000 400,000 75,000 1,825,000 3,832 2,307 3,712 2,462 60,000 4,153 2,612 7,100 14,965 5,200 10,300 3,928 1,935 3,009 125,515 1,950,515 (14,134) 2,225,914 $ 1,936,381 (2) (2) (2) S+0.685 % S+0.760 % n/a S+0.760 % n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a S+1.250 % n/a n/a n/a n/a n/a n/a n/a n/a n/a (3) (5) (6) 6.165 % 4.832 % 4.290 % 3.677 % 3.930 % 5.000 % 3.880 % 2.125 % 2.150 % 4.030 % (8) 4.080 % 5.000 % 5.240 % 4.190 % 5.060 % 3.790 % 4.330 % 3.900 % 3.930 % 3.910 % 3.700 % 4.260 % 5.125 % 4.140 % (4) (4) 5/26/2026 7/19/2024 8/6/2025 5/26/2027 7/13/2027 6/15/2028 7/16/2029 12/1/2030 9/1/2031 7/16/2034 4/5/2023 11/1/2023 1/5/2024 5/1/2024 10/27/2024 11/15/2024 11/15/2024 1/5/2026 7/1/2027 12/1/2027 1/1/2028 7/1/2028 3/1/2031 8/1/2039 Reflects the contractual interest rate under the terms of each loan as of December 31, 2023 and includes the effect of interest rate swaps that were effective as of December 31, 2023. The interest rate is not adjusted to include the amortization of debt issuance costs or unamortized fair market value premiums and discounts. As of December 31, 2023, the interest rates on these loans are comprised of daily Secured Overnight Financing Rate (“SOFR”) for both the unsecured revolving credit facility and $400.0 million unsecured term loan, and 1-month term SOFR (“Term SOFR”) for the $300.0 million unsecured term loan (in each case increased by a 0.10% SOFR adjustment), plus an applicable margin of 0.725% per annum for the unsecured revolving credit facility and 0.80% per annum for the F-26 (3) (4) (5) (6) (7) (8) $300.0 million and $400.0 million unsecured term loans, based on our leverage ratio and investment grade ratings, minus a sustainability-related interest rate adjustment of 0.04%. These loans are also subject to a 0% SOFR floor. The unsecured revolving credit facility is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. As of December 31, 2023, the applicable facility fee is 0.125% per annum, less a sustainability-related interest rate adjustment of 0.01%. The unsecured revolving credit facility has two six-month extensions and the $400.0 million unsecured term loan has two one-year extensions available at the borrower’s option, subject to certain terms and conditions. Effective April 3, 2023, daily SOFR for our $400.0 million unsecured term loan has been swapped to a fixed rate of 3.97231%, resulting in an all-in fixed rate of 4.83231% after adding the SOFR adjustment and applicable margin and subtracting the sustainability-related interest rate adjustment. Effective July 27, 2022, Term SOFR for our $300.0 million unsecured term loan has been swapped to a fixed rate of 2.81725%, resulting in an all-in fixed rate of 3.67725% after adding the SOFR adjustment and applicable margin and subtracting the sustainability-related interest rate adjustment. Fixed monthly payments of interest and principal until maturity as follows: 7612-7642 Woodwind Drive ($24,270), 11600 Los Nietos ($22,637), 5160 Richton Street ($23,270), 22895 Eastpark Drive ($15,396), 13943-13955 Balboa Boulevard ($79,198), 11832-11954 La Cienega Boulevard ($20,194), Gilbert/La Palma ($24,008) and 7817 Woodley Avenue ($20,855). The loan is secured by six properties and has three one-year extensions available at the borrower’s option, subject to certain terms and conditions. Loan has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum. Effective April 3, 2023, Term SOFR for this loan has been swapped to a fixed rate of 3.710%, resulting in an all-in fixed rate of 5.060% after adding the SOFR adjustment and applicable margin. (9) For 701-751 Kingshill Place, fixed monthly payments of interest only through January 2023, followed by fixed monthly payments of interest and principal ($33,488) until maturity. (10) Fixed monthly payments of interest only. (11) Excludes unamortized debt issuance costs related to our unsecured revolving credit facility, which are presented in the line item “Deferred loan costs, net” in the consolidated balance sheets. Contractual Debt Maturities The following table summarizes the contractual debt maturities and scheduled amortization payments, excluding debt premiums/discounts and debt issuance costs, as of December 31, 2023, and does not consider extension options available to us as noted in the table above (in thousands): 2024 2025 2026 2027 2028 Thereafter Total Recent Activity Issuance of $300 Million Notes Due 2028 $ $ 473,403 100,973 7,587 444,078 314,218 902,766 2,243,025 On March 28, 2023, we completed an underwritten public offering of $300.0 million of 5.000% Senior Notes due 2028 (the “$300 Million Notes”). The $300 Million Notes were priced at 98.975% of the principal amount, with a coupon rate of 5.000%. Interest on the $300 Million Notes is payable semiannually on June 15 and December 15 in each year, beginning on June 15, 2023, until the maturity date of June 15, 2028. F-27 We may redeem the $300 Million Notes at our option and sole discretion, in whole at any time or in part from time to time prior to May 15, 2028 (one month prior to the maturity date of the $300 Million Notes) (the “Par Call Date”), at a redemption price equal to the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest on the $300 Million Notes discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Third Supplemental Indenture) plus 25 basis points, less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the $300 Million Notes being redeemed. Notwithstanding the foregoing, on or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of the $300 Million Notes being redeemed, plus accrued and unpaid interest. New $60 Million Term Loan On October 27, 2022, we entered into a credit agreement for a $60.0 million term loan facility (the “$60 Million Term Loan”) that permits aggregate borrowings of up to $60.0 million, the total of which we borrowed the same day at closing. The $60 Million Term Loan is secured by six properties, matures on October 27, 2024, and has three one-year extension options available. Interest on the $60 Million Term Loan is generally to be paid based upon, at our option, either (i) Term SOFR increased by a 0.10% SOFR adjustment plus a margin of 1.25% per annum, or (ii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, and (c) the sum of adjusted Term SOFR plus 1.00%) plus a margin of 0.25% per annum. On October 27, 2022, we used the proceeds from the $60 Million Term Loan to repay our previous amortizing $60.0 million term loan in full, which had a balance of $57.5 million at the time of repayment. We did not incur any prepayment penalties for repaying in advance of the maturity date of August 1, 2023. In connection with the repayment of the amortizing term loan, we wrote off $38 thousand of unamortized debt issuance costs during the year ended December 31, 2022. This write-off is included in “Loss on extinguishment of debt” in the accompanying consolidated statements of operations. Credit Agreement On May 26, 2022, we amended our credit agreement, which was comprised of a $700.0 million unsecured revolving credit facility that was scheduled to mature on February 13, 2024, by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement initially provided for (i) a senior unsecured term loan facility that permits aggregate borrowings of up to $300.0 million (the “$300 Million Term Loan”), all of which was borrowed at closing on May 26, 2022, and (ii) a senior unsecured revolving credit facility (the “Revolver”) in the aggregate principal amount of $1.0 billion. On July 19, 2022, we exercised the accordion option under the Credit Agreement to add a $400.0 million unsecured term loan (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing. The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027. Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) daily SOFR plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and daily SOFR will be increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to 0.60% per annum for base rate loans, depending on our leverage ratio and investment grade ratings. The applicable margin for the Revolver ranges from 0.725% to 1.400% per annum for SOFR-based loans and 0.00% to 0.40% per annum for base rate loans, depending on our leverage ratio and investment grade ratings. In addition to the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee on each lender's commitment amount under the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our leverage ratio and investment grade ratings. In addition, the Credit Agreement also features a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee can decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, from year to year if we meet, or do not meet, certain annual sustainability performance targets, as applicable. In February 2023, after certifying that our sustainability performance target was met for 2022, the applicable margin decreased by 0.040% to 0.685% and 0.760% for the Revolver and Term Facility, respectively, and the credit facility fee decreased by 0.010% to 0.115%. The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed. F-28 The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. In connection with the amendment of our credit agreement, we wrote off $0.2 million of unamortized debt issuance costs attributable to one of the creditors departing the unsecured revolving credit facility during the year ended December 31, 2022. This write-off is included in “Loss on extinguishment of debt” in the accompanying consolidated statements of operations. On December 31, 2023, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available for future borrowings. Repayment of $150 Million Term Loan Facility On May 26, 2022, we used a portion of the borrowing proceeds from the $300 Million Term Loan to repay our $150.0 million unsecured term loan facility (the “$150 Million Term Loan”) in full. We did not incur any prepayment penalties for repaying in advance of the maturity date of May 22, 2025. In connection with the repayment of the $150 Million Term Loan, we wrote off $0.7 million of unamortized debt issuance costs during the year ended December 31, 2022. This write-off is included in “Loss on extinguishment of debt” in the accompanying consolidated statements of operations. Debt Covenants The Credit Agreement, $60 Million Term Loan, $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $125.0 million unsecured guaranteed senior notes (the “$125 Million Notes”) and $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “Series 2019A and 2019B Notes”) all include a series of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis: • Maintaining a ratio of total indebtedness to total asset value of not more than 60%; • For the Credit Agreement and $60 Million Term Loan, maintaining a ratio of secured debt to total asset value of not more than 45%; • For the $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%; • For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%; • For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016; • Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0; • For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and • For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.00. The $300 Million Notes, $400.0 million of 2.125% Senior Notes due 2030 and $400 million of 2.150% Senior Notes due 2031 (together the “Registered Notes”) contain the following covenants (as defined in the indentures) that we must comply with: • Maintaining a ratio of total indebtedness to total asset value of not more than 60%; • Maintaining a ratio of secured debt to total asset value of not more than 40%; • Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and • Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0. Subject to the terms of the Credit Agreement, $60 Million Term Loan, Senior Notes and Registered Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness, and (iii) a default in compliance with the covenants set forth in the debt agreement, the principal and accrued and unpaid interest on the outstanding debt may be declared immediately due and payable at the option of the administrative agent, lenders, trustee and/or noteholders, as applicable, and in the event of bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the outstanding debt will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either Standard and Poor’s Ratings F-29 Services (“S&P”), Moody’s Investors Services (“Moody’s”) or Fitch Ratings. Our credit ratings as of December 31, 2023, were BBB+ from S&P, BBB+ from Fitch Ratings and Baa2 from Moody’s. We were in compliance with all of our quarterly and annual debt covenants as of December 31, 2023. 7. Leases Lessor We lease industrial space to tenants primarily under non-cancelable operating leases that generally contain provisions for minimum base rents plus reimbursement for certain operating expenses. Total minimum lease payments are recognized in rental income on a straight-line basis over the term of the related lease and estimated reimbursements from tenants for real estate taxes, insurance, common area maintenance and other recoverable operating expenses are recognized in rental income in the period that the expenses are incurred. For the year ended December 31, 2023, we recognized $762.1 million of rental income related to operating lease payments of which $626.7 million was for fixed lease payments and $135.3 million was for variable lease payments. For the year ended December 31, 2022, we recognized $599.2 million of rental income related to operating lease payments of which $491.1 million was for fixed lease payments and $108.2 million was for variable lease payments. For the year ended December 31, 2021, we recognized $436.3 million of rental income related to operating lease payments of which $360.2 million was for fixed lease payments and $76.1 million was for variable lease payments. The following table sets forth the undiscounted cash flows for future minimum base rents to be received under operating leases as of December 31, 2023 (in thousands): For the year ending December 31, 2024 2025 2026 2027 2028 Thereafter Total $ $ 623,397 547,078 450,431 353,743 281,041 954,156 3,209,846 The future minimum base rents in the table above excludes tenant reimbursements of operating expenses, amortization of adjustments for deferred rent receivables and the amortization of above/below-market lease intangibles. Lessee We lease office space as part of conducting our day-to-day business. As of December 31, 2023, our office space leases have current remaining lease terms ranging from approximately one year to four years with options to renew for an additional term of five years each. As of December 31, 2023, we also have a ground lease which we assumed in the acquisition of 2970 East 50th Street in March 2022 that has a current remaining lease term of approximately 37 years and four additional ten-year options to renew. In November 2021, we executed a sublease agreement for one of our leased office spaces as a result of the implementation of a work from home flexibility program in 2021. The term of the sublease was for a period of three years and 9 months (expiring in September 2025). Upon executing the sublease agreement, we reviewed the ROU asset and other assets associated with the original office space lease for recoverability and determined that the total carrying amount of these assets exceeded the undiscounted cash flows generated by the sublease income over the lease term. Accordingly, the carrying value of these assets were written down to fair value and we recorded a $1.0 million impairment charge in the year ended December 31, 2021. In February 2023, the sublease was early terminated resulting in further impairment charge of $0.2 million recorded in the year ended December 31, 2023. These impairment charges are included in “Other expenses” in the accompanying consolidated statements of operations, with a corresponding adjustment to “Other assets” in the consolidated balance sheets. As of December 31, 2023, total ROU assets and lease liabilities were approximately $7.0 million and $8.9 million, respectively. As of December 31, 2022, total ROU assets and lease liabilities were approximately $8.5 million and $10.9 million, respectively. F-30 The tables below present financial and supplemental information associated with our leases. (in thousands) (1) Lease Cost Operating lease cost Variable lease cost Sublease income Total lease cost 2023 Year Ended December 31, 2022 2021 $ $ 1,766 $ 142 — 1,908 $ 1,845 $ 113 (268) 1,690 $ 1,598 63 — 1,661 (1) Amounts are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations. Other Information (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities Right-of-use assets obtained in exchange for new operating lease liabilities $ $ 2023 Year Ended December 31, 2022 2021 2,308 $ — $ 2,016 $ 6,363 $ 1,471 — Lease Term and Discount Rate Weighted-average remaining lease term Weighted-average discount rate (2) (1) December 31, 2023 December 31, 2022 43.4 years 3.84 % 36.5 years 3.77 % (1) Includes the impact of extension options that we are reasonably certain to exercise. (2) Because the rate implicit in each of our leases was not readily determinable, we used our incremental borrowing rate. In determining our incremental borrowing rate for each lease, we considered recent rates on secured borrowings, observable risk-free interest rates and credit spreads correlating to our creditworthiness, the impact of collateralization and the term of each of our lease agreements. The following table summarizes the maturity of operating lease liabilities under our corporate office leases and ground leases as of December 31, 2023 (in thousands): 2024 2025 2026 2027 2028 Thereafter Total undiscounted lease payments Less imputed interest Total lease liabilities $ $ $ 2,297 1,122 681 696 164 19,887 24,847 (15,927) 8,920 F-31 8. Interest Rate Derivatives The following table sets forth a summary of the terms and fair value of our interest rate swaps as of December 31, 2023 and 2022 (dollars in thousands). We record all derivative instruments on a gross basis in the consolidated balance sheets, and accordingly, there are no offsetting amounts that net assets against liabilities. Derivative Instrument Interest Rate Swaps Interest Rate Swaps Interest Rate Swaps Interest Rate Swap Interest Rate Swap Interest Rate Swap Effective Date 7/27/2022 7/27/2022 4/3/2023 4/3/2023 4/3/2023 4/3/2023 Maturity Date 5/26/2027 5/26/2027 6/30/2025 6/30/2025 6/30/2025 7/30/2026 Interest Strike Rate 2.81700 % $ 2.81750 % $ 3.98500 % $ 3.96625 % $ 3.95300 % $ 3.71000 % $ Notional Value (1) December 31, 2023 December 31, 2022 Fair Value of Interest Rate Derivative Assets/ (Liabilities) December 31, 2023 December 31, 2022 (2) 150,000 $ 150,000 $ 200,000 $ 100,000 $ 100,000 $ 60,000 $ 150,000 $ 150,000 $ — $ — $ — $ — $ 3,894 $ 3,886 $ 951 $ 503 $ 522 $ 140 $ 5,720 5,702 — — — — (1) Represents the notional value of swaps that are effective as of the balance sheet date presented. (2) The fair value of derivative assets is included in the line item “Interest rate swap asset” in the accompanying consolidated balance sheets. Transactions On March 28, 2023, in connection with the issuance of the $300 Million Notes, we executed three treasury rate lock agreements with a combined notional amount of $250.0 million to lock the interest rate of the five-year treasury at 3.64313% (the “T-Locks”). On March 29, 2023, we paid $0.2 million to settle the T- Locks, which were designated as a cash flow hedges. The settlement value is included in the balance of AOCI and will be amortized into interest expense on a straight-line basis over the 5-year term of the $300 Million Notes. On March 21, 2023, we executed four forward starting interest rate swap transactions with an aggregate notional value of $400.0 million to manage our exposure to changes in daily SOFR related to a portion of our variable-rate debt. These swaps, which became effective on April 3, 2023 and mature on June 30, 2025, fix daily SOFR at a weighted average rate of 3.97231%. In addition, we also executed an interest rate swap transaction with a notional value of $60.0 million to manage our exposure to changes in Term SOFR related to a portion of our variable-rate debt. This swap, which became effective on April 3, 2023 and matures on July 30, 2026, fixes Term SOFR at a rate of 3.71%. We have designated these interest rate swaps as cash flow hedges. On July 21, 2022, we executed five interest rate swap transactions with an aggregate notional value of $300.0 million to manage our exposure to changes in Term SOFR related to a portion of our variable-rate debt. These swaps, which became effective commencing on July 27, 2022 and mature on May 26, 2027, currently fix Term SOFR at a weighted average rate of 2.81725%. We have designated these interest rate swaps as cash flow hedges. On May 26, 2022, in conjunction with the repayment of the $150 Million Term Loan, we paid $0.6 million to terminate the interest rate swap that was used to hedge the monthly cash flows associated with $150.0 million of LIBOR-based variable-rate debt, and which had an unrealized loss balance of $0.6 million in AOCI at the time of termination. We are amortizing the loss on this transaction from AOCI into interest expense on a straight-line basis over the period beginning from the termination date of the interest rate swap (May 26, 2022) through the original maturity date of the interest rate swap (November 22, 2024). F-32 Our interest rate swaps and T-Locks are designated and qualify as cash flow hedges. We do not use derivatives for trading or speculative purposes. The change in fair value of derivatives designated and qualifying as cash flow hedges is initially recorded in AOCI and is subsequently reclassified from AOCI into earnings in the period that the hedged forecasted transactions affect earnings. The following table sets forth the impact of our interest rate swaps on our financial statements for the periods presented (in thousands): Interest Rate Swaps in Cash Flow Hedging Relationships: Amount of gain recognized in AOCI on derivatives Amount of gain (loss) reclassified from AOCI into earnings as “Interest expense” Total interest expense presented in the Consolidated Statement of Operations in which the effects of cash flow hedges are recorded (line item “Interest expense”) (1) $ $ $ 2023 Year Ended December 31, 2022 2021 9,307 $ 10,454 $ 17,227 $ (1,619) $ 61,400 $ 48,496 $ 263 (8,070) 40,139 (1) Includes amounts that are being amortized from AOCI into interest expense on a straight-line basis related to (i) the treasury rate lock agreements that were settled in August 2021 and March 2023, (ii) the interest rate swaps that were terminated in November 2020 and August 2021 and for which amounts have been fully reclassified into interest expense as of the original maturity date of each interest rate swap, which was in August 2021 and January 2022, respectively, and (iii) the interest rate swap that was terminated in May 2022, as discussed above. As of December 31, 2023, we estimate that approximately $8.3 million of net unrealized gains will be reclassified from AOCI into earnings as a net decrease to interest expense over the next twelve months. Credit-risk-related Contingent Features Certain of our agreements with our derivative counterparties contain a provision where if we default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender within a specified time period, then we could also be declared in default on its derivative obligations. Certain of our agreements with our derivative counterparties contain provisions where if a merger or acquisition occurs that materially changes our creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument. 9. Fair Value Measurements ASC Topic 820: Fair Value Measurement (“ASC 820”) defines fair value and establishes a framework for measuring fair value. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. F-33 Recurring Measurements – Interest Rate Swaps We use interest rate swap agreements to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, we have determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The table below sets forth the estimated fair value of our interest rate swaps as of December 31, 2023 and 2022, which we measure on a recurring basis by level within the fair value hierarchy (in thousands). December 31, 2023 Interest Rate Swap Asset December 31, 2022 Interest Rate Swap Asset Total Fair Value $ $ 9,896 $ 11,422 $ Financial Instruments Disclosed at Fair Value Fair Value Measurement Using Quoted Price in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) — $ — $ 9,896 $ 11,422 $ — — The carrying amounts of cash and cash equivalents, rents and other receivables, other assets, accounts payable, accrued expenses and other liabilities, and tenant security deposits approximate fair value because of their short-term nature. The fair value of our notes payable was estimated by calculating the present value of principal and interest payments, using discount rates that best reflect current market rates for financings with similar characteristics and credit quality, and assuming each loan is outstanding through its respective contractual maturity date. The fair value of our loan receivable was estimated by calculating the present value of principal and interest payments, using discount rates that best reflect current market rates for financings with similar characteristics and credit quality, and based on certain assumptions regarding the collection of principal and interest. The table below sets forth the carrying value and the estimated fair value of our loan receivable and notes payable as of December 31, 2023 and 2022 (in thousands). Loan Receivable at: December 31, 2023 Notes Payable at: December 31, 2023 December 31, 2022 $ $ $ Fair Value Measurement Using Quoted Price in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Total Fair Value 129,908 $ — $ — $ 129,908 $ 122,784 2,077,169 $ 1,740,745 $ — $ — $ — — $ $ 2,077,169 1,740,745 $ $ 2,225,914 1,936,381 F-34 10. Related Party Transactions Howard Schwimmer We engage in transactions with Howard Schwimmer, our Co-Chief Executive Officer, earning management fees and leasing commissions from entities controlled individually by Mr. Schwimmer. Fees and commissions earned from these entities are included in “Management and leasing services” in the consolidated statements of operations. We recorded $0.7 million, $0.6 million and $0.5 million during the years ended December 31, 2023, 2022 and 2021, respectively, in management and leasing services revenue. 11. Commitments and Contingencies Legal From time to time, we are party to various lawsuits, claims and legal proceedings that arise in the ordinary course of business. We are not currently a party to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition or results of operations. Environmental We will generally perform environmental site assessments at properties we are considering acquiring. After the acquisition of such properties, we continue to monitor the properties for the presence of hazardous or toxic substances. From time to time, we acquire properties with known adverse environmental conditions. If at the time of acquisition, losses associated with environmental remediation obligations are probable and can be reasonably estimated, we record a liability. As of December 31, 2023, we are not aware of any environmental liabilities that would have a material impact on our consolidated financial condition, results of operations or cash flows. However, we cannot be sure that we have identified all environmental liabilities at our properties, that all necessary remediation actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise. Furthermore, we cannot assure you that future changes to environmental laws or regulations and their application will not give rise to loss contingencies for future environmental remediation. Tenant and Construction Related Commitments As of December 31, 2023, we had commitments of approximately $245.9 million for tenant improvement and construction work under the terms of leases with certain of our tenants and contractual agreements with our construction vendors. Concentrations of Credit Risk We have deposited cash with financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000 per institution. Although we have deposits at institutions in excess of federally insured limits as of December 31, 2023, we do not believe we are exposed to significant credit risk due to the financial position of the institutions in which those deposits are held. Concentration of Properties in Southern California As of December 31, 2023, all of our properties are located in the Southern California infill markets. The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory and social factors affecting the markets in which the tenants operate and other conditions. Tenant Concentration During the year ended December 31, 2023, no single tenant accounted for more than 5% of our total consolidated rental income. F-35 12. Stockholders’ Equity Preferred Stock As of December 31, 2023 and 2022, we had the following series of Cumulative Redeemable Preferred Shares (“Preferred Stock”) outstanding (dollars in thousands): Series Series B Series C Total Preferred Shares Earliest Redemption Date November 13, 2022 September 20, 2024 Dividend Rate 5.875 % 5.625 % December 31, 2023 December 31, 2022 Shares Outstanding Liquidation Preference Shares Outstanding Liquidation Preference 3,000,000 $ 3,450,000 6,450,000 $ 75,000 86,250 161,250 3,000,000 $ 3,450,000 6,450,000 $ 75,000 86,250 161,250 Dividends on our Preferred Stock are cumulative and payable quarterly in arrears on or about the last day of March, June, September and December of each year. Our Preferred Stock has no stated maturity dates and is not subject to mandatory redemption or any sinking funds. The holders of our Preferred Stock rank senior to the holders of our common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up of its affairs. The holders of our Preferred Stock generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly dividend periods (whether or not consecutive). Upon the occurrence of a specified change of control transaction, we may, at our option, redeem each series of Preferred Stock in whole or in part within 120 days after the change of control occurred, by paying $25.00 per share in cash, plus any accrued and unpaid distributions through the date of redemption. If we do not exercise our right to redeem the Preferred Stock, upon the occurrence of a specified change of control transaction, the holders of our Preferred Stock have the right to convert some or all of their shares into a number of the Company’s common shares equivalent to $25.00 plus accrued and unpaid dividends, divided by the average closing price per share of the Company’s common stock for the 10 trading days preceding the date of the change of control, but not to exceed a certain capped number of shares of common stock per share of Preferred Stock, subject to certain adjustments. Redemption of Series A Preferred Stock On August 16, 2021 (the “Redemption Date”), we redeemed all 3,600,000 shares of our 5.875% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”). The redemption price for the Series A Preferred Stock was equal to $25.00 per share, plus all accrued and unpaid dividends on such shares up to but not including the Redemption Date, in an amount equal to $0.183594 per share, for a total payment of $25.183594 per share, or $90.7 million. In connection with the redemption of the Series A Preferred Stock on August 16, 2021, we incurred an associated non-cash charge of $3.3 million as a reduction to net income available to common stockholders for the related original issuance costs. Common Stock ATM Programs On February 17, 2023, we established an at-the-market equity offering program (“ATM program”) pursuant to which we are able to sell from time to time shares of our common stock having an aggregate sales price of up to $1.25 billion (the “2023 ATM Program”). The 2023 ATM Program replaces our previous $1.0 billion ATM program, which was established on May 27, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $834.6 million through February 17, 2023. In addition, we previously established a $750.0 million ATM program on January 13, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $697.5 million through May 27, 2022, and a $750.0 million ATM program on November 9, 2020, under which we had sold shares of our common stock having an aggregate gross sales price of $743.9 million through January 13, 2022. In connection with our ATM programs, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under our ATM programs. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon physical settlement of an agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement. F-36 During the year ended December 31, 2023, we sold 449,227 shares of common stock directly through sales agents under the 2023 ATM Program at a weighted average price of $60.84 per share, for gross proceeds of $27.3 million, and net proceeds of $27.0 million, after deducting the sales agents’ fees. During the year ended December 31, 2022, we did not sell any shares of common stock directly through sales agents under our ATM programs. During the year ended December 31, 2021, we sold 3,201,560 shares of common stock directly through sales agents under our ATM programs at a weighted average price of $52.27 per share, for gross proceeds of $167.3 million, and net proceeds of $165.2 million, after deducting the sales agents’ fees. During the years ended December 31, 2023, 2022 and 2021, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our ATM programs with respect to 5,137,392 shares, 23,519,219 shares and 8,589,572 shares of our common stock at a weighted average initial forward price of $56.70, $64.29 and $62.87 per share, respectively. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time we entered into forward equity sale agreements. During the year ended December 31, 2023, we physically settled a portion of the 2023 forward equity sale agreements and the outstanding forward equity sale agreement from 2022 by issuing 2,763,708 shares of common stock for net proceeds of $163.2 million, based on a weighted average forward price of $59.04 per share at settlement. During the year ended December 31, 2022, we physically settled a portion of the 2022 forward equity sale agreements and the outstanding forward equity sale agreement from 2021 by issuing 24,788,691 shares of common stock for net proceeds of $1.6 billion, based on a weighted average forward price of $65.02 per share at settlement. During the year ended December 31, 2021, we physically settled a portion of the 2021 forward equity sale agreements by issuing 6,683,216 shares of common stock for net proceeds of $405.3 million, based on a weighted average forward price of $60.65 per share at settlement. As of December 31, 2023, we had 3,010,568 shares of common stock, or approximately $163.0 million of forward net proceeds related to the 2023 ATM program remaining for settlement to occur by the fourth quarter of 2024, based on a weighted average forward price of $54.13 per share. As of December 31, 2023, approximately $927.4 million of common stock remains available to be sold under the 2023 ATM Program. Future sales, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. May 2023 Forward Equity Offering On May 10, 2023, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 13,500,000 shares of common stock (the “May 2023 Forward Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 13,500,000 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering. The net forward sale price that we will receive upon physical settlement of the agreements, which was initially $55.24 per share, will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchasers’ stock borrowing costs and (iii) scheduled dividends during the term of the forward sale agreements. During the year ended December 31, 2023, we partially settled the May 2023 Forward Sale Agreements by issuing 11,246,966 shares of common stock for net proceeds of $623.6 million, based on a weighted average forward price of $55.45 per share at settlement. As of December 31, 2023, we had 2,253,034 shares of our common stock, or approximately $125.4 million of forward net proceeds remaining for settlement, based on a forward price of $55.67. See “Note 16 – Subsequent Events” for details related to the settlement of the remaining shares under the May 2023 Forward Sales Agreements subsequent to December 31, 2023. 2022 Forward Equity Offering On November 10, 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 11,846,425 shares of common stock, including 346,425 shares related to the partial exercise of the underwriters’ option to purchase additional shares, at an initial forward price of $55.74 per share (the “2022 Forward Offering Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 11,846,425 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering. In December 2022, we partially settled the 2022 Forward Offering Sale Agreements by issuing 3,554,704 shares of common stock for net proceeds of $198.7 million, based on a weighted average forward price of $55.90 per share at settlement. During the year ended December 31, 2023, we settled the remaining shares under the 2022 Forward Sale Agreements by issuing 8,291,721 shares of common stock for net proceeds of $462.8 million, based on a weighted average forward price of $55.81 per share at settlement. F-37 May 2021 Forward Equity Offering On May 24, 2021, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 9,000,000 shares of common stock at an initial forward price of $55.29 per share (the “May 2021 Forward Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 9,000,000 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering. In June 2021, we partially settled the May 2021 Forward Sale Agreements by issuing 1,809,526 shares of common stock for net proceeds of $100.0 million, based on a weighted average forward price of $55.26 per share at settlement. In September 2021, we settled the remaining shares under the May 2021 Forward Sale Agreements by issuing 7,190,474 shares of common stock for net proceeds of $395.0 million, based on a weighted average forward price of $54.93 per share at settlement. September 2021 Offering In September 2021, we completed an underwritten public offering of 9,600,000 shares of common stock in which we (i) issued an aggregate of 3,100,000 shares of common stock to the underwriters at a purchase price of $58.65 per share for proceeds of $181.8 million, and (ii) entered into forward equity sale agreements with certain financial institutions acting as forward purchasers for 6,500,000 shares of common stock at an initial forward price of $58.65 per share (the “September 2021 Forward Sale Agreements”), pursuant to which the forward purchasers borrowed and sold an aggregate of 6,500,000 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering. In December 2021, we fully settled the September 2021 Forward Sale Agreements by issuing 6,500,000 shares of common stock for net proceeds of $379.1 million, based on a forward price of $58.32 per share at settlement. Changes in Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in our AOCI balance for the years ended December 31, 2023 and 2022, which consists solely of adjustments related to our cash flow hedges: Year Ended December 31, 2023 2022 Accumulated other comprehensive income (loss) - beginning balance Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive (income) loss to interest expense (1) Net current period other comprehensive (loss) income Less: other comprehensive loss (income) attributable to noncontrolling interests Other comprehensive (loss) income attributable to common stockholders Accumulated other comprehensive income - ending balance $ $ 8,247 9,307 (10,454) (1,147) 72 (1,075) 7,172 $ $ (9,874) 17,227 1,619 18,846 (725) 18,121 8,247 (1) Amounts include $0.2 million and $0.3 million reclassifications from AOCI into interest expense for the years ended December 31, 2023 and 2022, respectively, related to terminated swaps. See “Note 8 – Interest Rate Derivatives” for additional information. Dividends Earnings and profits, which determine the taxability of dividends to stockholders, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition and compensation expense and in the basis of depreciable assets and estimated useful lives used to compute depreciation expense. F-38 The following tables summarize the tax treatment of common stock dividends and preferred stock dividends per share for federal income tax purposes for the years ended December 31, 2023, 2022 and 2021: Ordinary Income Total $ $ 1.325610 1.325610 100.00 % $ 100.00 % $ 1.203386 1.203386 100.00 % $ 100.00 % $ 1.049243 1.049243 100.00 % 100.00 % 2023 Common Stock Year Ended December 31, 2022 2021 Ordinary Income Total Ordinary Income Total $ $ $ $ 2023 — — 2023 1.468752 1.468752 2023 Series A Preferred Stock Year Ended December 31, 2022 2021 — % $ — % $ — — — % $ — % $ 0.917970 0.917970 100.00 % 100.00 % Series B Preferred Stock Year Ended December 31, 2022 2021 100.00 % $ 100.00 % $ 1.468752 1.468752 100.00 % $ 100.00 % $ 1.468752 1.468752 100.00 % 100.00 % Series C Preferred Stock Year Ended December 31, 2022 2021 Ordinary Income Total $ $ 1.406252 1.406252 100.00 % $ 100.00 % $ 1.406252 1.406252 100.00 % $ 100.00 % $ 1.406252 1.406252 100.00 % 100.00 % 13. Noncontrolling Interests Noncontrolling interests relate to interests in the Operating Partnership, represented by common units of partnership interests in the Operating Partnership (“OP Units”), fully-vested LTIP units, fully-vested performance units, Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units, and the private REIT units, as described below, that are not owned by us. Operating Partnership Units As of December 31, 2023, noncontrolling interests included 5,552,307 OP Units, 919,086 fully-vested LTIP units and 1,160,454 fully-vested performance units which represented approximately 3.5% of our Operating Partnership. OP Units and shares of our common stock have essentially the same economic characteristics, as they share equally in the total net income or loss distributions of our Operating Partnership. Investors who own OP Units have the right to cause our Operating Partnership to redeem any or all of their units in our Operating Partnership for an amount of cash per unit equal to the then current market value of one share of common stock, or, at our election, shares of our common stock on a one-for-one basis. See “Note 14 – Incentive Award Plan” for a description of LTIP units and Performance Units. Activity On May 25, 2022, we acquired the property located at 14200-14220 Arminta Street for a purchase price of $80.7 million. As partial consideration for the property, we issued the seller 954,000 OP Units valued at $56.2 million. During the years ended December 31, 2023, 2022 and 2021, we redeemed 329,212, 167,286 and 521,199 OP Units, respectively, in exchange for issuing to the holders of the OP Units an equal number of shares of our common stock, resulting in the reclassification of $13.0 million, $6.2 million, and $17.5 million, respectively, from noncontrolling interests to total stockholders’ equity. F-39 Preferred Units Series 3 CPOP Units On March 17, 2022, we acquired an industrial business park located in Long Beach, California for a contractual purchase price of approximately $24.0 million. In consideration for the property, we (i) paid approximately $12.0 million in cash and (ii) issued the seller 164,998 newly issued 3.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (“Series 3 CPOP Units”), valued at $12.0 million. Holders of Series 3 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash distributions at the rate of 3.00% per annum of the $72.73 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on March 31, 2022. The holders of Series 3 CPOP Units are entitled to receive the liquidation preference, which is $72.73 per unit or approximately $12.0 million in the aggregate for all of the Series 3 CPOP Units, before the holders of OP Units in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership. Series 2 CPOP Units As of December 31, 2023, we have 906,374 4.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (“Series 2 CPOP Units”) outstanding. Holders of Series 2 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash distributions at the rate of 4.00% per annum of the $45.00 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on March 31, 2020. The holders of Series 2 CPOP Units are entitled to receive the liquidation preference, which is $45.00 per unit or approximately $40.8 million in the aggregate for all of the Series 2 CPOP Units, before the holders of OP Units are entitled to receive distributions in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership. Series 1 CPOP Units As of December 31, 2023, we also have 593,960 4.43937% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (“Series 1 CPOP Units”) outstanding. Holders of Series 1 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash distributions at the rate of 4.43937% per annum of the $45.50952 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on June 28, 2019. The holders of Series 1 CPOP Units are entitled to receive the liquidation preference, which is $45.50952 per unit or approximately $27.0 million in the aggregate for all of the Series 1 CPOP Units, before the holders of OP Units in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership. Features of Series 1, Series 2 and Series 3 CPOP Units The Series 1 CPOP Units, Series 2 CPOP Units and the Series 3 CPOP Units (together, the “CPOP Units”) are convertible (i) at the option of the holder anytime from time to time (the “Holder Conversion Right”), or (ii) at the option of the Operating Partnership, at any time on or after April 10, 2024 for the Series 1 CPOP Unit, at any time on or after March 5, 2025 for the Series 2 CPOP Unit, and at any time on or after March 17, 2027 for the Series 3 CPOP Unit (the “Company Conversion Right”), in each case, into OP Units on a one-for-one basis per Series 1 CPOP Unit, into 0.7722 OP Unit per Series 2 CPOP Unit and into OP Units on a one-for-one basis per Series 3 CPOP Unit. As noted above, investors who own OP Units have the right to cause our Operating Partnership to redeem any or all of their units in our Operating Partnership for an amount of cash per unit equal to the then current market value of one share of common stock, or, at our election, shares of our common stock on a one-for-one basis (the “Subsequent Redemption Right”). The CPOP Units rank senior to the Operating Partnership’s OP Units, on parity with the Operating Partnership’s 5.875% series B cumulative redeemable preferred units and 5.625% series C cumulative redeemable preferred units and with any future class or series of partnership interest of the Operating Partnership expressly designated as ranking on parity with the CPOP Units, and junior to any other class or series of partnership interest of the Operating Partnership expressly designated as ranking senior to the CPOP Units. Pursuant to relevant accounting guidance, we analyzed the CPOP Units for any embedded derivatives that should be bifurcated and accounted for separately and also considered the conditions that would require classification of the CPOP Units in temporary equity versus permanent equity. In carrying out our analyses, we evaluated the key features of the CPOP Units including the right to discretionary distributions, the Holder Conversion Right, the Company Conversion Right and the F-40 Subsequent Redemption Right to determine whether we control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the share settlement if the CPOP Units are converted into shares of our common stock (subsequent to conversion into OP Units). Based on the results of our analyses, we concluded that (i) none of the embedded features of the CPOP Units require bifurcation and separate accounting, and (ii) the CPOP Units met the criteria to be classified within equity, and accordingly are presented as noncontrolling interests within permanent equity in the consolidated balance sheets. Private REIT Preferred Units On July 18, 2022, we acquired the Merge-West properties through the purchase of a private REIT. The private REIT has 122 units of 12% cumulative redeemable non-voting preferred units (the “private REIT units”) outstanding that are held by unaffiliated third parties. The private REIT units have a redemption price equal to $1,000 per unit upon redemption, or an aggregate price of $122,000, plus any distributions thereon that have accrued but have not been paid at the time of such redemption (the “liquidation preference”), plus a redemption premium of $100 per unit if redeemed on or before December 31, 2024. The private REIT units have been classified as noncontrolling interests in our consolidated balance sheets and have a balance equal to the liquidation preference. 14. Incentive Award Plan Second Amended and Restated 2013 Incentive Award Plan We maintain one share-based incentive plan, the Second 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, 2023, a total of 797,852 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 LTIP units, whether vested or not, receive the same quarterly per-unit distributions as OP Units, which equal the per-share distributions on shares of our common stock. The compensation committee grants awards to the Company’s named executive officers (the “NEOs”) on an annual basis in the form of LTIP units and Performance Units, typically towards the end of each year. In 2023, 2022 and 2021, the compensation committee granted the NEOs a combined 171,341, 167,221, and 93,030 LTIP units that are subject to time-based vesting conditions (each an annual “LTIP Award”) and a combined 701,025, 673,188, and 366,004 Performance Units that are partially subject to market-based vesting conditions and partially subject to performance-based vesting conditions (each an annual “Performance Award”). F-41 2023, 2022 and 2021 LTIP Unit Awards Each of the 2023, 2022 and 2021 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. Compensation expense is recognized using the accelerated expense attribution method, with each vesting tranche valued as a separate award. 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: Valuation date Closing share price of common stock Discount for post-vesting restrictions and book-up events Grant date fair value (in thousands) $ $ 2023 LTIP Award 2022 LTIP Award December 21, 2023 November 8, 2022 55.59 6.9 % 8,867 $ $ 53.94 7.4 % 8,353 $ $ 2021 LTIP Award December 23, 2 77. 7. 6,64 The following table sets forth our unvested LTIP Unit activity for the years ended December 31, 2023, 2022 and 2021: Balance at December 31, 2020 Granted Vested Balance at December 31, 2021 Granted Vested Balance at December 31, 2022 Granted Vested Balance at December 31, 2023 Number of Unvested LTIP Units Weighted-Average Grant Date Fair Value per Unit 236,646 $ 148,533 $ (145,470) $ 239,709 $ 215,058 $ (141,716) $ 313,051 $ 236,046 $ (180,192) $ 368,905 $ 41.49 62.45 40.65 54.99 54.14 54.04 54.84 53.26 54.10 54.19 2023, 2022 and 2021 Performance Unit Awards Each of the 2023, 2022 and 2021 Performance Awards are comprised of a number of units designated as base units and a number of units designated as distribution equivalents, which are further described below: • • • Absolute TSR Base Units - base units that will vest based on varying levels of the Company’s total shareholder return (“TSR”) over the three-year performance period of an award. TSR is measured as the appreciation in the price per share of the Company’s common stock plus dividends paid during the three-year performance period, assuming the reinvestment in common stock of all dividends paid during the performance period. Relative TSR Base Units - base units that will vest based on the Company’s TSR as compared to the TSR percentage of a selected peer group of companies over the three-year performance period. FFO Per-Share Base Units - base units that will vest based on the Company’s FFO per share growth over the three-year performance period. • Distribution Equivalent Units - 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 following table summarizes the total number of base units and distribution equivalent units awarded to the executives for each of the Performance Awards: F-42 Absolute TSR Base Units (1) Relative TSR Base Units (1) FFO Per-Share Base Units (1) Distribution Equivalent Units Total Performance Units 2023 Performance Award 2022 Performance Award 2021 Performance Award 209,480 204,394 113,871 209,480 204,394 113,871 209,480 204,394 113,871 72,585 60,006 24,391 701,025 673,188 366,004 (1) For each Performance Award, a number of the base units are designated as Absolute TSR Base Units and Relative TSR Base Units (combined, a “Market Performance Award”) and a number of units are designated as FFO Per-Share Base Units (each an “FFO Per-Share Award”). The following table summarizes the performance levels and vesting percentages for the Absolute TSR Base Units, Relative TSR Base Units and FFO Per- Share Base Units, and the three-year performance period for each of the Performance Unit awards: Absolute TSR Base Units Relative TSR Base Units FFO Per-Share Base Units Performance Level Company TSR Percentage Absolute TSR Vesting Percentage 2023 Award 2022 Award 2021 Award “Threshold Level” “Target Level” “High Level” “Maximum Level” “Threshold Level” “Target Level” “High Level” “Maximum Level” “Threshold Level” “Target Level” “High Level” “Maximum Level” <18% 18 % 24 % 30 % ≥40% < 18% 18 % 24 % 30 % ≥ 40% < 18% 18 % 24 % 30 % ≥ 40% — % 16.7 % 33.3 % 66.7 % 100 % — % 16.7 % 33.4 % 66.7 % 100 % — % 16.7 % 33.4 % 66.7 % 100 % Peer Group Relative Performance < 35th Percentile 35th Percentile 55th Percentile 75th Percentile ≥ 90th Percentile < 35th Percentile 35th Percentile 55th Percentile 75th Percentile ≥ 90th Percentile < 35th Percentile 35th Percentile 55th Percentile 75th Percentile ≥ 90th Percentile Relative TSR Vesting Percentage FFO per Share Growth FFO Vesting Percentage — % 16.7 % 33.3 % 66.7 % 100 % — % 16.7 % 33.4 % 66.7 % 100 % — % 16.7 % 33.4 % 66.7 % 100 % < 8% 8 % 12 % 16 % ≥22% < 10% 10 % 14 % 18 % ≥ 24% < 10% 10 % 14 % 18 % ≥ 24% — % 16.7 % 33.3 % 66.7 % 100 % — % 16.7 % 33.4 % 66.7 % 100 % — % 16.7 % 33.4 % 66.7 % 100 % Three-Year Performance Period See Note (1) See Note (2) See Note (3) (1) The performance period for the 2023 Market Performance Award is December 21, 2023 through December 20, 2026, and the performance period for the 2023 FFO Per-Share Award is January 1, 2024 through December 31, 2026. (2) The performance period for the 2022 Market Performance Award is November 8, 2022 through November 7, 2025, and the performance period for the 2022 FFO Per-Share Award is January 1, 2023 through December 31, 2025. (3) The performance period for the 2021 Market Performance Award is December 23, 2021 through December 22, 2024, and the performance period for the 2021 FFO Per-Share Award is January 1, 2022 through December 31, 2024. If the Company’s TSR percentage, peer group relative performance or FFO per share growth falls between the levels specified in the tables above, the percentage of Absolute TSR Base Units, Relative TSR Base Units and FFO Per-Share Base Units that vest will be determined using straight-line interpolation between such levels. F-43 Fair Value of Awards with Market-Based Vesting Conditions The grant date fair value of each of the 2023, 2022 and 2021 Market Performance Awards is based on the sum of the following: (1) the present value of the expected payoff to the vested absolute and relative base units, (2) the present value of the 10% portion of the distribution expected to be paid during the three- year performance period, and (3) the present value of the distribution equivalent units expected to be awarded at the end of the three-year performance period. The grant date fair value of each of these awards was measured using a Monte Carlo simulation pricing model, which uses 100,000 trial simulations, to estimate the probability that the market conditions, TSR on both an absolute and relative basis, will be achieved over the three-year performance period. The following table summarizes the assumptions we used in the Monte Carlo simulations and the grant date fair value of the awards with market-based vesting conditions. Valuation date Expected share price volatility for the Company Expected share price volatility for peer group companies - low end of range Expected share price volatility for peer group companies - high end of range Expected dividend yield Risk-free interest rate Grant date fair value (in thousands) (1) (1) 2023 Market Performance Award December 21, 2023 27.0 % 16.0 % 100.0 % 2.20 % 4.13 % 2022 Market Performance Award November 8, 2022 34.0 % 18.0 % 100.0 % 1.90 % 4.57 % $ 12,657 $ 11,869 2021 Market Performance Award December 23, 2021 31.0 % 17.0 % 100.0 % 1.70 % 0.98 % 8,962 $ (1) For the 2023 Market Performance Award, the median and average expected share price volatilities for the peer group companies are 29.0% and 34.0%, respectively. For the 2022 Market Performance Award, the median and average expected share price volatilities for the peer group companies are 47.0% and 50.6%, respectively. For the 2021 Market Performance Award, the median and average expected share price volatilities for the peer group companies are 45.0% and 47.9%, respectively. The expected share price volatilities 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. Compensation cost for the awards with market-based vesting conditions is recognized ratably over the requisite service period, regardless of whether the TSR performance levels are achieved and any awards ultimately vest. Compensation expense will only be reversed if the holder of an award with market-based vesting conditions forfeits the award by leaving the employment of the Company prior to vesting. Fair Value of Awards with Performance-Based Vesting Conditions The grant date fair value of the 2023 FFO Per-Share Award is $3.9 million, which is based on the Company’s closing stock price on the grant date ($55.59 on December 21, 2023) and the achievement of FFO per-share performance at the target level. The grant date fair value of the 2022 FFO Per-Share Award is $3.7 million, which is based on the Company’s closing stock price on the grant date ($53.94 on November 8, 2022) and the achievement of FFO per-share performance at the target level. The grant date fair value of the 2021 FFO Per-Share Award is $2.9 million, which is based on the Company’s closing stock price preceding the grant date ($77.50 on December 23, 2021) and the achievement of FFO per-share performance at the target level. Compensation cost for the 2023, 2022 and 2021 FFO Per-Share Awards will reflect the number of units that are expected to vest based on the probable outcome of the performance condition and will be adjusted to reflect those units that ultimately vest at the end of the three-year performance period. 2020, 2019 and 2018 Performance Award Vestings On December 31, 2023, the three-year performance period for the 2020 performance award ended and it was determined that the Company’s absolute TSR performance was achieved below the threshold level, relative TSR performance was achieved F-44 above the target level and FFO per share growth was achieved at the maximum level. Based on these results, the compensation committee certified that 219,607 Performance Units were earned and vested. On December 31, 2022, the three-year performance period for the 2019 performance award ended and it was determined that the Company’s absolute TSR performance was achieved above the target level and both relative TSR performance and FFO per share growth were achieved at the maximum level. Based on these results, the compensation committee certified that 231,453 Performance Units were earned and vested. On December 31, 2021, the three-year performance period for the 2018 performance award ended and it was determined that both the Company’s absolute TSR performance and relative TSR performance were achieved at the maximum level. Based on these results, the compensation committee certified that 170,413 vested Performance Units were earned and vested. Restricted Common Stock The compensation committee has periodically awarded grants of restricted common stock to various employees of the Company, typically other than NEOs, for the purpose of attracting or retaining the services of these key individuals. These grants typically vest in four equal, annual installments on each of the first four anniversaries of the date of grant, 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, 2023, 2022 and 2021, we granted 188,468, 120,662 and 120,734 shares, respectively, of restricted common stock to non-executive employees. The grant date fair value of these awards was $11.2 million, $8.3 million and $5.6 million based on the closing share price of the Company’s common stock on the date of grant, which ranged from $47.10 and $64.39 per share, $52.97 to $76.55 per share and $48.14 to $62.19 per share, for the years ended December 31, 2023, 2022 and 2021, respectively. 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, 2023, 2022 and 2021, each of our non-employee directors were granted 2,843, 2,387 and 1,873 shares of restricted common stock with a grant date fair value of $149,997, $139,998 and $109,964 based on the $52.76, $58.65 and 58.71 closing share price, respectively, of the Company’s common stock on the date of grant. The following table sets forth our unvested restricted stock activity for the years ended December 31, 2023, 2022 and 2021: Number of Unvested Shares of Restricted Common Stock Weighted-Average Grant Date Fair Value per Share Balance at December 31, 2020 Granted Forfeited (1)(2) Vested Balance at December 31, 2021 Granted Forfeited (1)(2) Vested Balance at December 31, 2022 Granted Forfeited (1)(2) Vested Balance at December 31, 2023 232,899 $ 132,537 $ (23,763) $ (92,494) $ 249,179 $ 134,984 $ (11,442) $ (98,305) $ 274,416 $ 205,526 $ (21,532) $ (109,970) $ 348,440 $ 38.43 50.62 42.69 35.45 45.62 67.98 56.24 43.55 56.92 58.93 62.84 52.69 59.07 (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 $6.4 million, $6.6 million and $4.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. (2) Total shares vested include 32,507, 31,576 and 29,305 shares of common stock that were tendered by employees during the years ended December 31, 2023, 2022 and 2021, respectively, to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares of common stock. F-45 Share-Based 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): Expensed share-based compensation Capitalized share-based compensation (2) (1) Total share-based compensation 2023 Year Ended December 31, 2022 2021 $ $ 33,638 $ 1,017 34,655 $ 28,426 $ 610 29,036 $ 19,506 357 19,863 (1) (2) Amounts expensed are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations. Amounts capitalized relate to employees who provide construction services and are included in “Building and improvements” in the consolidated balance sheets. During the years ended December 31, 2023, 2022 and 2021, Messrs. Schwimmer and Frankel’s elected to receive their annual bonuses partly in cash and partly in LTIP units. Accordingly, on January 17, 2024, January 17, 2023 and January 18, 2022, at the same time the cash annual bonuses were paid to executives, Messrs. Schwimmer and Frankel were each granted 15,340, 19,367 and 12,824 fully-vested LTIP Units for the years ended December 31, 2023, 2022 and 2021, respectively. Share-based compensation expense for the years ended December 31, 2023, 2022 and 2021 includes $1.7 million, $2.3 million and $1.9 million, respectively, for the portion of Messrs. Schwimmer and Frankel’s accrued bonuses that were settled with these fully-vested LTIP Units. As of December 31, 2023, total unrecognized compensation cost related to all unvested share-based awards was $62.6 million and is expected to be recognized over a weighted average remaining period of 27 months. 15. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except share and per share amounts): Numerator: Net income Less: Preferred stock dividends Less: Original issuance costs of redeemed preferred stock Less: Net income attributable to noncontrolling interests Less: Net income attributable to participating securities Net income attributable to common stockholders Denominator: Weighted average shares of common stock outstanding - basic Effect of dilutive securities Weighted average shares of common stock outstanding - diluted Earnings per share - Basic Net income attributable to common stockholders Earnings per share - Diluted Net income attributable to common stockholders 2023 Year Ended December 31, 2022 2021 249,591 $ (9,258) — (11,575) (1,309) 227,449 $ 177,157 $ (9,258) — (9,573) (845) 157,481 $ 136,246 (12,563) (3,349) (8,005) (568) 111,761 202,883,704 227,289 203,110,993 170,467,365 510,907 170,978,272 139,294,882 780,807 140,075,689 1.12 $ 1.12 $ 0.92 $ 0.92 $ 0.80 0.80 $ $ $ $ Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. As such, unvested shares of restricted stock, unvested LTIP Units and unvested F-46 Performance Units are considered participating securities. Participating securities are included in the computation of basic EPS pursuant to the two-class method. The two-class method determines EPS for each class of common stock and each participating security according to dividends declared (or accumulated) and their respective participation rights in undistributed earnings. Participating securities are also included in the computation of diluted EPS using the more dilutive of the two-class method or treasury stock method for unvested shares of restricted stock and LTIP Units, and by determining if certain market conditions have been met at the reporting date for unvested Performance Units. The effect of including unvested shares of restricted stock and unvested LTIP Units using the treasury stock method was excluded from our calculation of weighted average shares of common stock outstanding – diluted, as their inclusion would have been anti-dilutive. Performance Units, which are subject to vesting based on the Company achieving certain TSR levels and FFO per share growth over a three-year performance period, are included as contingently issuable shares in the calculation of diluted EPS when TSR and/or FFO per share growth has been achieved at or above the threshold levels specified in the award agreements, assuming the reporting period is the end of the performance period, and the effect is dilutive. Shares issuable under forward equity sale agreements during the period prior to settlement are reflected in our calculation of weighted average shares of common stock outstanding – diluted using the treasury stock method as the impact was dilutive for the periods presented above. We also consider the effect of other potentially dilutive securities, including the CPOP Units and OP Units, which may be redeemed for shares of our common stock under certain circumstances, and include them in our computation of diluted EPS under the if-converted method when their inclusion is dilutive. These units were not dilutive for the periods presented above. 16. Subsequent Events Acquisitions The following table summarizes the properties we acquired subsequent to December 31, 2023: Property 5000 & 5010 Azusa Canyon Rd Submarket Los Angeles - San Gabriel Valley Date of Acquisition 1/31/2024 Rentable Square Feet Number of Buildings Contractual Purchase Price (1) (in thousands) 233,984 2 $ 84,000 (1) Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. Dividends Declared On February 5, 2024, our board of directors declared the following quarterly cash dividends/distributions: Security Common stock OP Units 5.875% Series B Cumulative Redeemable Preferred Stock 5.625% Series C Cumulative Redeemable Preferred Stock 4.43937% Cumulative Redeemable Convertible Preferred Units 4.00% Cumulative Redeemable Convertible Preferred Units 3.00% Cumulative Redeemable Convertible Preferred Units Settlement of Outstanding 2023 Forward Equity Sale Agreements Amount per Share/Unit Record Date Payment Date $ $ $ $ $ $ $ 0.4175 0.4175 0.367188 0.351563 0.505085 0.450000 0.545462 March 28, 2024 March 28, 2024 March 15, 2024 March 15, 2024 March 15, 2024 March 15, 2024 March 15, 2024 April 15, 2024 April 15, 2024 March 28, 2024 March 28, 2024 March 28, 2024 March 28, 2024 March 28, 2024 In January 2024, we settled the outstanding May 2023 Forward Sales Agreements by issuing 2,253,034 shares of common stock in exchange for net proceeds of $125.7 million, based on a weighted average forward price of $55.79 per share at settlement. In January 2024, we partially settled the outstanding forward equity sale agreements under our 2023 ATM program by issuing 466,953 shares of common stock in exchange for net proceeds of $26.0 million, based on a weighted average forward price of $55.68 per share at settlement, leaving 2,543,615 shares of common stock, or approximately $137.8 million of net forward proceeds remaining for settlement prior to December 2024. F-47 REXFORD INDUSTRIAL REALTY, INC. SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION (Dollars in thousands) Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation (4) — $ 3,875 $ 2,407 $ 10,764 $ 3,875 $ 13,171 $ 17,046 $ (8,939) 15241 - 15277, 15317 - 15339 Don Julian Rd. 300 South Lewis Road 1400 South Shamrock Ave. 2220-2260 Camino del Sol 14250-14278 Valley Blvd. 2300-2386 East Walnut Ave. 15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave. 28340 - 28400 Avenue Crocker 21-29 West Easy St. 10439-10477 Roselle St. 2575 Pioneer Ave. 9641 - 9657 Santa Fe Springs Rd. 15715 Arrow Highway 2431-2465 Impala Dr. 6200 & 6300 Yarrow Dr. 6231 & 6241 Yarrow Dr. 9160 - 9220 Cleveland Ave., 10860 6th St. 18118-18120 S. Broadway St. 901 W. Alameda Ave. City of Industry, CA $ Camarillo, CA Monrovia, CA Oxnard, CA La Puente, CA Fullerton, CA Sylmar, CA Valencia, CA Simi Valley, CA San Diego, CA Vista, CA Santa Fe Springs, CA Irwindale, CA Carlsbad, CA Carlsbad, CA Carlsbad, CA Rancho Cucamonga, CA Carson, CA Burbank, CA 1938-1946 E. 46th St. Vernon, CA Downey, CA 9220-9268 Hall Rd. (4) — — (4) — — (4) — (4) — — — — — — — — — — — — — — — 4,150 2,317 868 2,539 6,817 2,525 2,666 2,346 4,711 1,784 3,740 3,604 5,470 5,001 3,473 3,647 3,013 6,304 7,015 6,974 3,050 2,534 — 2,020 6,089 3,380 3,343 4,522 3,199 2,974 260 5,056 7,308 7,658 5,119 11,867 2,161 2,996 7,078 2,902 4,150 2,317 868 2,539 6,817 2,525 2,666 2,346 4,711 1,784 3,740 3,604 5,470 5,001 3,473 3,647 3,013 6,304 7,015 6,974 10,675 1,383 5,480 3,872 3,443 7,414 4,279 3,578 4,660 2,511 7,200 1,018 7,253 4,940 2,651 3,479 1,146 6,170 1,962 1,162 F-48 Year Build / Year Renovated 1965, 2005 / 2003 1960-1963 / 2006 1957, 1962 / 2004 13,725 17,875 3,917 6,234 (9,063) (2,878) 5,480 6,348 (2,598) 2005 5,892 8,431 9,532 16,349 10,794 13,319 7,622 10,288 (3,994) 1974 / 2007 1985-1986 / 2005 (5,614) (6,315) (4,566) 1969, 2008 / 2016 1987 / 2006 / 2015 8,100 10,446 (4,964) 1991 / 2006 7,859 5,485 12,570 7,269 (3,294) 1970 / 2007 (3,408) 1988 / 2006 7,460 11,200 (3,406) 1982 / 2009 6,074 14,561 9,678 20,031 12,598 17,599 (3,238) 1989 (8,342) 1983 / 2006 1977-1988 / 2006 (8,285) 7,770 11,243 (4,574) 1977 / 2006 15,346 18,993 (10,246) 3,307 9,166 9,040 4,064 6,320 15,470 16,055 11,038 1988-1989 / 2006 1957 / 1989, 2017 (1,457) (5,424) 1969 / 2009 1961, 1983 / 2008-2010 (5,304) (2,177) 2008 Year Acquired 2002 2003 2003 2003 2003 2004 2004 2004 2004 2013 2004 2006 2006 2006 2005 2006 2006 2013 2007 2007 2009 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 929, 935, 939 & 951 Poinsettia Ave. 6750 Unit C - 6780 Central Ave. 1050 Arroyo Ave. 600-650 South Grand Ave. 121-125 N. Vinedo Ave. 3441 West MacArthur Blvd. 6701 & 6711 Odessa Ave. 10700 Jersey Blvd. 15705, 15709 Arrow Highway & 5220 Fourth St. 20920-20950 Normandie Ave. 14944, 14946, 14948 Shoemaker Ave. 6423-6431 & 6407- 6119 Alondra Blvd. 1400 S. Campus Ave. 15041 Calvert St. 701 Del Norte Blvd. 3350 Tyburn St., 3332, 3334, 3360, 3368, 3370, 3378, 3380, 3410, 3424 N. San Fernando Rd. 1661 240th St. 18310-18330 Oxnard St. 1100-1170 Gilbert St. & 2353-2373 La Palma Ave. 280 Bonita Ave., 2743 Thompson Creek Rd. 2950 Madera Rd. 10635 Vanowen St. 7110 Rosecrans Ave. Vista, CA Riverside, CA San Fernando, CA Santa Ana, CA Pasadena, CA Santa Ana, CA Van Nuys, CA Rancho Cucamonga, CA Irwindale, CA Torrance, CA Santa Fe Springs, CA Paramount, CA Ontario, CA Van Nuys, CA Oxnard, CA Los Angeles, CA Los Angeles, CA Tarzana, CA — — — — — — — — — — — — — — — — — — Anaheim, CA 1,741 Pomona, CA Simi Valley, CA Burbank, CA Paramount, CA (4) — — — — 4,213 1,564 3,092 4,298 3,481 4,179 1,582 5,584 584 1,900 5,075 3,530 5,358 1,856 1,627 2,678 5,355 8,033 (2,858) 1989 / 2007 911 678 1,248 1,926 (645) 1978 762 2,596 411 2,421 1,087 3,092 4,298 3,481 4,179 1,582 2,662 5,754 (1,128) 1969 / 2012 7,671 11,969 (3,249) 1988 3,941 7,422 (1,713) 1953 / 1993 7,779 11,958 2,943 4,525 (1,917) 1973 / 2022 1970-1972 / 2012 (1,064) 2008 2007 2010 2010 2011 2011 2011 3,158 4,860 1,989 3,158 6,849 10,007 (3,082) 1988-1989 2011 3,608 3,253 3,720 1,396 3,266 4,096 3,082 2,699 1,605 2,641 925 2,961 1,570 6,230 17,978 39,471 3,043 2,497 4,582 8,001 3,601 1,517 3,117 2,550 5,494 5,135 17,734 8,033 1,833 1,894 1,668 905 872 241 10 272 1,408 6,876 3,969 2,119 3,275 368 160 1,287 2,461 F-49 3,608 3,253 3,720 1,396 3,266 4,096 3,082 4,367 7,975 (1,676) 1987 2,510 5,763 (1,161) 1989 3,513 7,233 (1,617) 1978 / 2012 1,166 2,562 (486) 1986 2,971 6,237 1,842 7,638 5,938 10,720 (1,817) 1964-1966, 1973, 1987 (707) 1971 (3,266) 2000 17,978 46,347 64,325 (17,712) 1966, 1992, 1993, 1994 3,043 2,497 4,582 8,001 3,601 1,517 3,117 6,519 9,562 (2,863) 1975 / 1995 7,613 10,110 (3,087) 1973 8,410 12,992 (3,571) 1972 / 1990 / 2013 18,102 26,103 (6,656) 1983 8,193 3,120 11,794 4,637 4,355 7,472 (3,051) 1988 / 2005 (1,357) 1977 (1,421) 1972 / 2015, 2019 2011 2011 2011 2011 2012 2012 2012 2013 2013 2013 2013 2013 2013 2013 2014 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St. Ontario, CA 1500-1510 W. 228th St. Torrance, CA Torrance, CA 24105 Frampton Ave. Seal Beach, CA 1700 Saturn Way 2980 & 2990 N San Fernando Road 20531 Crescent Bay Dr. 2610 & 2701 S. Birch Street 710 South Dupont Avenue & 4051 Santa Ana Street 9755 Distribution Ave. 9855 Distribution Ave 9340 Cabot Drive 9404 Cabot Drive 9455 Cabot Drive 14955-14971 E Salt Lake Ave 5235 East Hunter Ave. 3880 West Valley Blvd. 1601 Alton Pkwy. 3116 W. Avenue 32 21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne Street 24935 & 24955 Avenue Kearny 605 8th Street 9120 Mason Ave. 7900 Nelson Rd. Burbank, CA Lake Forest, CA Santa Ana, CA Ontario, CA San Diego, CA San Diego, CA San Diego, CA San Diego, CA San Diego, CA City of Industry, CA Anaheim, CA Pomona, CA Irvine, CA Los Angeles, CA Chatsworth, CA Santa Clarita, CA San Fernando, CA Chatsworth, CA Los Angeles, CA — — — — — — — — — — — — — — — — — — — — — — — 2,260 2,428 2,315 7,935 6,373 2,181 9,305 3,725 1,863 2,733 4,311 2,413 4,423 5,125 5,240 3,982 7,638 3,761 7,230 4,773 2,393 9,224 8,495 6,043 4,271 1,553 10,525 7,356 4,012 2,115 6,145 3,211 5,041 6,126 3,451 6,799 5,009 5,065 4,796 4,946 6,729 9,058 5,970 2,742 19,346 15,948 1,247 6,230 2,083 342 575 502 4,483 775 1,660 843 1,421 430 708 1,375 2,757 3,606 8,577 3,489 4,395 1,307 1,804 824 2,630 F-50 2,260 2,428 2,315 7,935 6,373 2,181 9,305 3,725 1,863 2,733 4,311 2,413 4,423 5,125 5,240 3,982 7,638 3,761 7,230 4,773 2,393 9,224 8,495 7,290 9,550 (3,086) 1985 10,501 3,636 12,929 5,951 1963 / 1968, 2017 (3,174) (1,337) 1974 / 2016 10,867 18,802 (4,025) 2006 7,931 14,304 (3,191) 1950 / 2004 4,514 6,695 (1,767) 1998 6,598 15,903 (2,595) 1965 / 2016 6,920 10,645 (2,627) 2001 4,871 6,734 (1,293) 1974 / 2023 5,884 8,617 (2,054) 1983 7,547 11,858 (2,809) 1975 / 1976 3,881 6,294 (1,433) 1975 / 1976 7,507 11,930 (3,002) 1975 / 1976 6,384 7,822 8,402 13,523 11,509 13,062 12,384 21,161 (2,535) 1979 (3,017) 1987 (3,135) 1980 / 2017 (4,456) 1974 / 2018 10,218 13,979 (3,624) 1974 13,453 20,683 (4,826) 1979 / 1980 7,277 12,050 (2,760) 1988 4,546 6,939 (1,569) 1991 / 2015, 2020 20,170 29,394 (6,905) 1967 / 1999 18,578 27,073 (6,344) 1998 / 2015 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 679-691 S Anderson St. 10509 Business Drive 13231 Slover Avenue 240 W Ivy Avenue 3000 Paseo Mercado, 3120-3150 Paseo Mercado 1800 Eastman Ave. 2360-2364 E. Sturgis Road 201 Rice Ave. & 2400- 2420 Celsius 11120, 11160, 11200 Hindry Ave 6970-7170 & 7310- 7374 Convoy Ct. 12907 Imperial Highway 8902-8940 Activity Road 1210 N Red Gum St. 9615 Norwalk Blvd. 16221 Arthur St. 2588 & 2605 Industry Way 425 S. Hacienda Blvd. 6700 S Alameda St. 12720-12860 Danielson Ct. 10950 Norwalk Blvd & 12241 Lakeland Rd. 610-760 W Hueneme Rd. & 5651-5721 Perkins Rd. 10701-10719 Norwalk Blvd. 6020 Sheila St. 9805 6th St. Los Angeles, CA Fontana, CA Fontana, CA Inglewood, CA Oxnard, CA Oxnard, CA Oxnard, CA Oxnard, CA Los Angeles, CA San Diego, CA Santa Fe Springs, CA San Diego, CA Anaheim, CA Santa Fe Springs, CA Cerritos, CA Lynwood, CA City of Industry, CA Huntington Park, CA Poway, CA Santa Fe Springs, CA Oxnard, CA Santa Fe Springs, CA Commerce, CA Rancho Cucamonga, CA — — — — — — — — — — — — — — — — — — — — — — — — 1,723 3,505 2,812 2,064 2,616 842 1,128 3,487 3,478 4,767 5,237 4,739 3,675 8,311 2,209 2,726 9,589 7,834 1,780 1,726 1,194 4,410 1,972 81 1,231 924 689 1,723 3,505 2,812 2,064 2,616 842 1,128 3,487 3,478 6,547 6,963 5,933 8,270 10,468 8,745 (2,095) 1992 / 2017 (2,480) 1989 (2,065) 1990 8,085 10,149 (2,616) 1981 10,283 2,290 12,899 3,132 (3,948) 1988 (908) 2009 3,957 5,085 (1,496) 1989 10,513 14,000 (3,958) 2008 8,523 12,001 (3,046) 1992 / 1994 10,805 18,426 4,655 10,805 23,081 33,886 (8,484) 1971 5,462 9,427 3,326 8,508 2,979 8,738 4,010 3,502 6,902 3,446 3,310 3,357 4,590 6,678 8,103 4,020 1,134 3,204 9,415 3,050 9,279 8,949 1,241 5,806 3,527 7,772 621 3,809 1,510 22,014 1,828 — 121 283 1,284 448 2,408 253 595 5,462 9,427 3,326 8,508 2,979 8,738 4,010 3,502 6,902 3,446 3,310 3,357 4,590 7,299 12,761 (2,341) 1997 11,912 5,530 23,148 5,032 21,339 8,856 31,656 8,011 (4,052) 1987 / 1997 (1,806) 1985 / 2020 (324) 1975 (1,422) 1979 / 2021 9,415 18,153 (3,506) 1969 / 1971 3,171 7,181 (1,209) 1997 9,562 13,064 (3,663) 1990 / 2008 10,233 17,135 (4,084) 1999 1,689 5,135 (717) 1982 8,214 11,524 (3,485) 1985 3,780 7,137 (1,329) 2004 8,367 12,957 (2,859) 2000 3,503 3,204 1,544 3,503 4,748 8,251 (1,841) 1986 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 F-51 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 16321 Arrow Hwy. 601-605 S. Milliken Ave. 1065 E. Walnut Ave. 12247 Lakeland Rd. 17311 Nichols Lane Irwindale, CA Ontario, CA Carson, CA Santa Fe Springs, CA Huntington Beach, CA San Diego, CA 8525 Camino Santa Fe 28454 Livingston Avenue 20 Icon 16425 Gale Avenue Valencia, CA Lake Forest, CA City of Industry, CA Garden Grove, CA 12131 Western Avenue Irvine, CA 9 Holland 15996 Jurupa Avenue Fontana, CA 11127 Catawba Avenue Fontana, CA 13550 Stowe Drive 10750-10826 Lower Azusa Road Poway, CA El Monte, CA San Fernando, CA Camarillo, CA Fullerton, CA City of Industry, CA Wilmington, CA Rancho Cucamonga, CA San Diego, CA Valencia, CA Simi Valley, CA Ontario, CA 525 Park Avenue 3233 Mission Oaks Blvd. 1600 Orangethorpe Ave. & 1335-1375 Acacia Ave. 14742-14750 Nelson Avenue 301-445 Figueroa Street 12320 4th Street 9190 Activity Road 28903-28903 Avenue Paine 2390 Ward Avenue Safari Business (5) Center — — — — — — — — — — — — — — — — 3,087 5,479 10,038 3,481 7,988 4,038 5,150 12,576 18,803 15,077 13,724 7,855 5,562 9,126 4,433 4,081 7,036 4,380 776 8,728 4,055 9,666 8,817 6,029 11,149 9,365 12,056 8,094 8,043 2,961 453 3,087 4,534 7,621 (1,485) 1955 / 2001 2,195 4,728 1,168 239 1,746 524 943 1,284 4,861 1,378 153 127 — 1,595 5,479 10,038 3,481 7,988 4,038 5,150 12,576 18,803 15,077 13,724 7,855 5,562 9,126 4,433 9,231 9,108 14,710 19,146 (3,262) 1987 / 1988 (3,135) 1974 1,944 5,425 (658) 1971 / 2016 8,967 16,955 (3,044) 1993 / 2014 5,801 9,839 (1,964) 1986 10,190 15,340 (3,299) 2007 9,760 22,336 (3,855) 1999 / 2015 7,313 26,116 (2,339) 1976 16,010 10,743 12,209 8,221 8,043 31,087 24,467 20,064 13,783 17,169 1987 / 2007, 2017 (5,077) (3,379) 1980 / 2013 (3,857) 2015 (2,596) 2015 (2,929) 1991 4,556 8,989 (1,576) 1975 3,830 3,887 242 3,830 4,129 7,959 (1,375) 2003 — 13,791 10,017 29,931 13,791 39,948 53,739 (7,415) 1980-1982 / 2014, 2018, 2019 — — — — — — — — 26,659 13,463 7,126 12,673 5,606 26,659 18,279 44,938 (6,570) 1968/1985 1,680 5,728 17,435 13,463 19,115 32,578 (4,730) 1969 / 2018 5,366 7,126 11,094 18,220 (2,892) 1972 / 2018 12,642 14,179 8,497 10,620 5,624 50,807 5,622 6,510 10,045 86,065 39 928 12,642 14,218 26,860 (4,878) 1997 / 2003 8,497 6,550 15,047 (2,383) 1986 19,872 10,620 26,382 37,002 (3,756) 1999 / 2018, 2022 2,262 5,624 12,307 17,931 (3,781) 1989 19,526 50,807 105,591 156,398 (29,711) 1989 2015 2015 2015 2015 2015 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2017 2017 2017 F-52 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period Long Beach, CA Huntington Beach, CA Norwalk, CA Ontario, CA Carson, CA — — — — — 13,785 13,440 3,577 22,938 1,490 6,738 11,980 14,439 — 2 1,416 3,327 13,785 13,440 27,225 (4,020) 2015 3,577 22,938 11,980 1,492 5,069 (624) 1976 8,154 31,092 (2,450) 1970, 2000 17,766 29,746 (5,821) 1981 7,988 5,472 1,135 7,988 6,607 14,595 (1,633) 1984 2017 2017 2017 2017 2017 — 121,329 86,776 19,225 121,329 106,001 227,330 (27,408) 1989 / 2021 2017 — — — — — — — — — — — — — — — — 9,405 5,330 2,129 3,524 1,918 3,255 8,681 9,840 8,856 1,315 357 355 1,248 576 37,035 15,120 6,859 7,295 11,691 8,714 5,293 10,214 9,927 9,476 7,185 5,616 8,290 4,751 6,377 5,127 6,948 11,394 692 215 215 8 363 838 1,089 275 597 643 1,954 193 385 1,490 515 3,968 F-53 9,405 5,330 2,129 3,524 1,918 3,255 8,681 10,532 19,937 (3,094) 1986 9,071 14,401 (2,324) 2016 1,530 3,659 (424) 1993 365 718 3,889 2,636 (158) 1957 (185) 1955 2,086 5,341 (518) 1964 / 2018 1,665 10,346 (612) 1964 37,035 15,395 52,430 (3,735) 2017 6,859 7,295 11,691 8,714 5,293 10,214 9,927 9,476 7,782 6,259 14,641 13,554 (1,893) 2000 (1,630) 2004 10,244 21,935 (2,878) 1967 4,944 6,762 6,617 13,658 12,055 16,831 (1,314) 1976 (1,787) 1990 (2,251) 1989 7,463 17,390 (1,880) 1985 15,362 24,838 (3,184) 1991 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2018 2018 2018 2018 4175 Conant Street 5421 Argosy Avenue 14820-14830 Carmenita Road 3002-3072 Inland Empire Blvd. 17000 Kingsview Avenue & 800 Sandhill Avenue 2301-2329, 2331- 2359, 2361-2399, 2370-2398 & 2332- 2366 E. Pacifica Place; 20001-20021 Rancho Way 11190 White Birch Drive 4832-4850 Azusa Canyon Road 1825 Soto Street Rancho Dominguez, CA Rancho Cucamonga, CA Irwindale, CA Los Angeles, CA Rancho Dominguez, CA 15401 Figueroa Street 19402 Susana Road 13225 Western Avenue Gardena, CA Los Angeles, CA Pico Rivera, CA Inglewood, CA 8542 Slauson Avenue 687 Eucalyptus Avenue 302 Rockefeller Avenue 4355 Brickell Street 12622-12632 Monarch Street Ontario, CA Ontario, CA Garden Grove, CA Pico Rivera, CA 8315 Hanan Way 13971 Norton Avenue Chino, CA 1900 Proforma Avenue Ontario, CA 16010 Shoemaker Avenue Cerritos, CA Oceanside, CA 4039 Calle Platino Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period — 13,508 Thousand Oaks, CA Orange, CA Long Beach, CA San Marcos, CA Anaheim, CA Commerce, CA Tustin, CA Simi Valley, CA Torrance, CA Irwindale, CA Compton, CA 851 Lawrence Drive 1581 North Main Street 1580 West Carson Street 660 & 664 North Twin Oaks Valley Road 1190 Stanford Court 5300 Sheila Street 15777 Gateway Circle 1998 Surveyor Avenue 3100 Fujita Street 4416 Azusa Canyon Road 1420 McKinley Avenue 12154 Montague Street Pacoima, CA 10747 Norwalk Boulevard 29003 Avenue Sherman Santa Fe Springs, CA Valencia, CA 16121 Carmenita Road Cerritos, CA 1332-1340 Rocky Point Drive 6131-6133 Innovation Way 263-321 Gardena Boulevard Oceanside, CA Carlsbad, CA 9200 Mason Avenue 9230 Mason Avenue 9250 Mason Avenue 9171 Oso Avenue 5593-5595 Fresca Drive 6100 Sheila Street 14421-14441 Bonelli Street 12821 Knott Street 28510 Industry Drive Carson, CA Chatsworth, CA Chatsworth, CA Chatsworth, CA Chatsworth, CA La Palma, CA Commerce, CA City of Industry, CA Garden Grove, CA Valencia, CA — — — — — — — — — — — — — — — — — — — — — — — — — — — 6,717 4,230 5,252 6,307 3,583 90,568 3,815 3,670 7,723 10,762 17,053 10,114 5,646 3,094 10,013 3,816 10,545 14,302 4,887 4,454 4,034 5,647 11,414 11,789 12,191 17,896 2,395 3,313 2,496 6,573 2,430 54,086 4,292 2,263 5,649 1,567 13,605 12,767 4,966 6,467 3,279 6,148 11,859 1,960 4,080 955 2,464 2,801 2,502 5,214 7,489 2,824 5,466 6,717 4,230 5,252 6,307 3,583 90,568 3,815 3,670 7,723 10,762 17,053 10,114 5,646 3,094 10,013 3,816 10,545 14,302 4,887 4,454 4,034 5,647 13,508 20,225 (1,582) 1968 / 2021 3,576 7,806 (827) 1994 4,750 10,002 (1,135) 1982 / 2018 6,924 2,663 13,231 6,246 (1,848) 1978 - 1988 (668) 1979 54,388 4,335 144,956 8,150 (13,957) 1975 (982) 2005 7,017 6,123 10,687 13,846 (1,502) 2018 (1,528) 1970 4,854 15,616 (4) 1956 13,748 13,723 30,801 23,837 (3,241) 2017 (2,846) 1974 5,267 10,913 (1,216) 1999 8,293 11,387 7,488 17,501 (1,382) 2000 / 2019 1969/1983, 2020 (1,305) 6,667 10,483 (1,432) 2009 / 2019 12,287 22,832 (2,791) 2017 2,367 16,669 (779) 1977 - 1982 4,128 9,015 (896) 1968 978 5,432 (287) 1974 2,495 6,529 (578) 1977 2,822 8,469 (715) 1980 263 2,254 351 233 302 43 4,754 474 3,287 143 956 301 1,826 4,209 519 428 407 48 23 31 21 705 11,414 3,207 14,621 (775) 1973 2,124 11,789 7,338 19,127 (1,791) 1960 330 12,191 7,819 20,010 (1,741) 1971 17,376 126 17,896 2,395 20,200 5,592 38,096 7,987 (526) 1971 / 2023 (1,118) 2017 F-54 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2019 2019 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period Conejo Spectrum Business Park 2455 Ash Street 25413 Rye Canyon Road 1515 15th Street 13890 Nelson Avenue 445-449 Freedom Avenue 2270 Camino Vida Roble 980 Rancheros Drive 1145 Arroyo Avenue 1150 Aviation Place 1175 Aviation Place 1245 Aviation Place 635 8th Street 10015 Waples Court 19100 Susana Road 15385 Oxnard Street 9750-9770 San Fernando Road 218 S. Turnbull Canyon Limonite Ave. & Archibald Ave. 3340 San Fernando Road 5725 Eastgate Drive 18115 Main Street 3150 Ana Street Thousand Oaks, CA Vista, CA Santa Clarita, CA Los Angeles, CA City of Industry, CA Orange, CA Carlsbad, CA San Marcos, CA San Fernando, CA San Fernando, CA San Fernando, CA San Fernando, CA San Fernando, CA San Diego, CA Rancho Dominguez, CA Van Nuys, CA Sun Valley, CA City of Industry, CA Eastvale, CA Los Angeles, CA San Diego, CA Carson, CA Rancho Dominguez, CA — — — — — — — — — — — — — — — — — — — — — — — 38,877 4,273 3,245 23,363 25,642 9,084 8,102 2,901 64,721 1,966 2,352 5,208 14,616 8,286 8,179 4,245 1,795 327 2,558 2,424 150 517 3,059 346 38,877 4,273 3,245 23,363 25,642 9,084 8,102 2,901 66,516 2,293 105,393 6,566 (13,122) 2018 / 2020 (651) 1990 4,910 8,155 (787) 1981 7,632 30,995 (1,314) 1977 14,766 40,408 (3,014) 1982 8,803 17,887 (1,815) 1980 11,238 19,340 (2,898) 1981 4,591 7,492 (929) 1982 19,556 9,567 1,404 19,556 10,971 30,527 (2,119) 1989 18,989 10,067 15 18,989 10,082 29,071 (2,303) 1989 12,367 4,858 188 12,367 5,046 17,413 (1,182) 1989 16,407 9,572 87 16,407 9,659 26,066 (2,065) 1989 8,787 12,280 11,576 11,782 6,718 19,075 23,848 2,885 6,543 7,142 5,922 9,198 2,265 5,212 543 8,061 — 147 1,732 776 2,121 5,463 460 204 88 8,787 8,043 16,830 (1,182) 1989 12,280 14,661 26,941 (2,102) 1988 / 2020 11,576 11,782 6,718 2,725 14,301 (727) 1956 5,416 17,198 (1,111) 1988 631 7,349 (279) 1952 1,250 19,075 9,311 28,386 (1,933) 1999 31,554 23,848 31,554 55,402 (4,430) 2020 (115) 332 96 2,770 6,543 7,142 147 2,917 (82) N/A 2,064 872 8,607 8,014 (588) 1995 (284) 1988 15,997 3,036 25 15,997 3,061 19,058 (661) 1957 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 F-55 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 1402 Avenida Del Oro 9607-9623 Imperial Highway 12200 Bellflower Boulevard Storm Parkway 2328 Teller Road 6277-6289 Slauson Avenue 750 Manville Street Oceanside, CA Downey, CA Downey, CA Torrance, CA Newbury Park, CA Commerce, CA Compton, CA San Diego, CA Brea, CA 8985 Crestmar Point 404-430 Berry Way 415-435 Motor Avenue Azusa, CA 508 East E Street 12752-12822 Monarch Street 1601 Mission Blvd. 2757 Del Amo Blvd. 18250 Euclid Street 701-751 Kingshill Place 2601-2641 Manhattan Beach Blvd 2410-2420 Santa Fe Avenue 11600 Los Nietos Road 5160 Richton Street 2205 126th Street 11832-11954 La Cienega Blvd 7612-7642 Woodwind Drive 960-970 Knox Street 25781 Atlantic Ocean Drive Wilmington, CA Garden Grove, CA Pomona, CA Rancho Dominguez, CA Fountain Valley, CA Carson, CA Redondo Beach, CA Redondo Beach, CA Santa Fe Springs, CA Montclair, CA Hawthorne, CA Hawthorne, CA Huntington Beach, CA Torrance, CA Lake Forest, CA — — — — — — — — — — — — — — — 33,006 34,439 39 33,006 34,478 67,484 (6,887) 2016 9,766 14,960 42,178 8,330 865 2,057 21,987 14,304 27,809 11,454 2,291 425 1,106 1,655 1,484 9,766 14,960 42,178 3,156 12,922 (564) 1974 2,482 23,093 17,442 65,271 (638) 1955 (4,286) 1982 - 2008 8,330 15,959 24,289 (3,111) 1970 / 2018 27,809 12,938 40,747 (2,424) 1962 - 1977 8,283 6,990 21,047 7,364 10,742 29,404 67,623 10,035 11,116 2,784 1,350 4,566 — 4,380 4,262 18,962 2,073 3,201 6,984 23,016 10,344 — 30,333 9,427 612 8,283 3,396 11,679 (628) 1977 686 1,675 10,880 6,990 21,047 7,364 2,036 6,241 10,880 9,026 27,288 18,244 (514) 1988 (1,401) 1964 - 1967 (623) 1956 / 2022 (3,805) 10,742 575 11,317 — 1988 21,448 633 617 — 3,929 6,113 29,404 67,623 10,035 11,116 23,016 30,333 25,710 19,595 55,114 87,218 (1,256) 1971 / 2023 (4,516) 1952 2,690 12,725 (550) 1967 3,201 14,317 (599) 1974 14,273 37,289 (2,243) 1979 / 2020 15,540 45,873 (2,578) 1978 10,300 24,310 13,128 6 24,310 13,134 37,444 (2,113) 1977 2,290 12,033 4,029 7,199 5,200 11,407 3,852 13,625 3,613 — 10,634 7,324 — 4,358 4,666 8,203 6,834 5,721 2,901 2,380 1,067 6,165 12,033 10,831 22,864 (589) 1976 / 2022 792 7,199 8,995 16,194 (1,488) 2004 1,158 1,153 253 1,188 11,407 13,625 10,634 7,324 7,992 19,399 (1,494) 1998 6,874 20,499 (1,333) 1999 3,154 3,568 13,788 10,892 (577) 2001 (768) 1976 831 4,358 1,898 6,256 (266) 1996 F-56 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 720-750 Vernon Avenue 6687 Flotilla Street 1055 Sandhill Avenue 22895 Eastpark Drive 8745-8775 Production Avenue 15850 Slover Avenue 15650-15700 Avalon Blvd 11308-11350 Penrose Street 11076-11078 Fleetwood Street 12133 Greenstone Avenue 12772 San Fernando Road 15601 Avalon Blvd Gateway Pointe 13943-13955 Balboa Blvd Van Nuys Airport Industrial Center 4039 State Street 10156 Live Oak Avenue 10694 Tamarind Avenue 2520 Baseline Road 12211 Greenstone Avenue East 27th Street 2750 Alameda Street 29010 Avenue Paine 29010 Commerce Center Drive 13369 Valley Blvd 6635 Caballero Blvd 1235 South Lewis Street Azusa, CA Commerce, CA Carson, CA Yorba Linda, CA San Diego, CA Fontana, CA Los Angeles, CA Sun Valley, CA Sun Valley, CA Santa Fe Springs, CA Sylmar, CA Los Angeles, CA Whittier, CA Sylmar, CA Van Nuys, CA Montclair, CA Fontana, CA Fontana, CA Rialto, CA Santa Fe Springs, CA Los Angeles, CA Los Angeles, CA Valencia, CA Valencia, CA Fontana, CA Buena Park, CA Anaheim, CA — — — 2,539 — — — — — — — — — 14,088 14,501 11,970 5,337 6,471 3,634 22,353 15,884 3,217 5,900 17,302 15,776 132,659 14,596 26,795 — — — — — — — — — — — — — 91,894 12,829 19,779 8,878 12,513 15,729 40,332 24,644 7,401 10,499 9,675 14,288 16,984 1,638 6,053 — 1,370 1,551 6,452 5,988 11,169 1,446 891 3,832 — 154,250 18,484 58,625 15,485 27,186 12,325 16,377 1,636 21,842 5,771 8,168 13,832 10,393 7,919 1,519 4 14,088 1,642 15,730 (454) 1950 581 17,432 199 1,602 55 9,429 4,863 1,168 5,939 14,501 11,970 5,337 6,471 3,634 22,353 15,884 3,217 5,900 6,634 17,432 21,135 29,402 (1,019) 1956 — 1973 1,569 6,906 (284) 1986 3,153 6,507 9,624 10,141 15,417 37,770 (631) 1974 / 2021 (899) 2020 (766) 1962 - 1978 / 2022 16,032 31,916 (1,687) 1974 2,614 5,831 (324) 1974 6,830 12,730 (281) 1967 / 2023 (713) 17,302 3,119 20,421 (21) 1964 / 2013 13,579 1,561 1,973 5,749 72 838 190 172 46 1,784 1,189 1,067 3 676 615 15,776 132,659 13,579 155,811 29,355 288,470 (491) 1984 / 2023 (18,796) 2005 - 2006 26,795 91,894 12,829 19,779 8,878 12,513 15,729 40,332 24,644 7,401 10,499 9,675 14,288 20,457 47,252 (2,648) 2000 64,374 156,268 (8,143) 1961 - 2007 15,557 28,386 (1,974) 2020 28,024 47,803 (3,457) 2020 12,515 16,549 21,393 29,062 (1,546) 2020 (2,028) 2020 1,682 17,411 (404) N/A 23,626 63,958 (3,020) 1961 - 2004 6,960 9,235 13,835 11,069 31,604 16,636 24,334 20,744 (1,126) 1961 - 1980 (1,137) 2000 (1,690) 2002 (1,361) 2005 8,534 22,822 (1,024) 2003 1,997 16,984 3,516 20,500 (374) 1956 / 2022 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 F-57 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 15010 Don Julian Road 5002-5018 Lindsay Court 514 East C Street 17907-18001 Figueroa Street 7817 Woodley Avenue 8888-8992 Balboa Avenue 9920-10020 Pioneer Blvd 2553 Garfield Avenue 6655 East 26th Street 560 Main Street 4225 Etiwanda Avenue 12118 Bloomfield Avenue 256 Alondra Blvd 19007 Reyes Avenue 19431 Santa Fe Avenue 4621 Guasti Road City of Industry, CA Chino, CA Los Angeles, CA Los Angeles, CA Van Nuys, CA San Diego, CA Santa Fe Springs, CA Commerce, CA Commerce, CA Orange, CA Jurupa Valley, CA Santa Fe Springs, CA Carson, CA Rancho Dominguez, CA Rancho Dominguez, CA Ontario, CA North Hollywood, CA Valencia, CA Rancho Dominguez, CA San Diego, CA Santa Fe Springs, CA 12838 Saticoy Street 19951 Mariner Avenue Torrance, CA Los Angeles, 2425-2535 East 12th Street CA 29120 Commerce Center Drive 20304 Alameda Street 4181 Ruffin Road 12017 Greenstone Avenue — — — — 24,017 6,996 9,114 18,065 2,881 5,496 — — — — — — — — 20,033 21,345 3,846 5,195 2,660 16,287 16,809 10,377 — 16,673 — — — — — — — — — 10,066 8,198 25,550 17,009 48,409 11,121 11,987 30,395 13,408 2,118 649 1,780 432 15,537 — 371 — 638 5,231 2,185 7,674 40,756 15,799 1,663 3,530 205 — 5,658 1,205 1,829 4,615 6,385 24,017 6,385 30,402 (4) 1963 651 19 174 — 6,996 9,114 18,065 5,496 6,309 13,305 (823) 1986 1,224 10,338 (204) 2019 2,003 20,068 (77) 1954 - 1960 4,615 10,111 (171) 1974 — 12,213 20,033 12,213 32,246 (3) 1967 26,641 21,345 28,759 50,104 — 1973 - 1978 307 212 393 322 4,885 250 3,846 5,195 2,660 16,287 16,809 10,377 956 4,802 (164) 1954 1,992 825 7,187 3,485 (273) 1965 (114) 1973 15,859 32,146 (1,881) 1998 4,885 621 21,694 10,998 (4) 1955 (161) 1954 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2,329 16,673 2,329 19,002 (75) 1969 / 2021 2021 2,813 481 — 3 6,801 1,314 50 574 10,066 8,198 25,550 17,009 48,409 11,121 11,987 30,395 3,451 5,712 13,517 13,910 (57) 1963 / 2023 (637) 1988 2,185 7,677 27,735 24,686 (435) 1954 (1,214) 1986 47,557 95,966 (4,471) 1988 17,113 28,234 (1,696) 2002 1,713 13,700 (272) 1974 4,104 34,499 (798) 1987 3,389 13,408 3,594 17,002 (94) N/A 2021 2021 2021 2021 2021 2021 2021 2021 2021 F-58 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period Fullerton, CA Ontario, CA Wilmington, CA Van Nuys, CA Torrance, CA Orange, CA 1901 Via Burton 1555 Cucamonga Avenue 1800 Lomita Blvd 8210-8240 Haskell Avenue 3100 Lomita Blvd 2401-2421 Glassell Street 2390-2444 American Way 500 Dupont Avenue 1801 St Andrew Place 5772 Jurupa Street Orange, CA Ontario, CA Santa Ana, CA Ontario, CA Los Angeles, CA 2500 Victoria Street 1010 Belmont Street Ontario, CA 21515 Western Avenue Torrance, CA 12027 Greenstone Avenue Santa Fe Springs, CA Commerce, CA 2280 Ward Avenue 20481 Crescent Bay Drive 334 El Encanto Road 17031-17037 Green Drive 13512 Marlay Avenue 6027 Eastern Avenue 340-344 Bonnie Circle Corona, CA Cerritos, CA 14100 Vine Place Simi Valley, CA Lake Forest, CA City of Industry, CA City of Industry, CA Fontana, CA City of Industry, CA Los Angeles, CA Torrance, CA Irwindale, CA Corona, CA Anaheim, CA Los Angeles, CA 2800 Casitas Avenue 4240 190th Street 2391-2393 Bateman Avenue 1168 Sherborn Street 3071 Coronado Street 14940 Proctor Road 8911 Aviation Blvd — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 24,461 20,153 89,711 9,219 124,313 54,554 17,214 36,810 75,978 36,590 232,902 9,078 19,280 8,952 23,494 18,044 40,458 23,301 16,164 9,227 10,781 37,018 28,861 33,154 67,982 13,363 13,747 29,862 27,138 — 16,059 24,461 16,059 40,520 — 1960 2,134 542 3,331 65,282 16,599 — 26,489 24,522 20,010 — 5,751 — 469 — 9,506 8,660 24,832 6,054 1,272 3,302 15,365 — 10,833 9,882 9,811 9,796 — 4,780 234 347 3,692 (1,290) 20,153 89,711 9,219 124,313 2,368 22,521 (485) 1973 889 90,600 (216) N/A 7,023 63,992 16,242 188,305 (266) 1962 - 1964 / 2023 (8,623) 1967 - 1998 215 54,554 16,814 71,368 (2,691) 1987 17,547 10,552 2,481 24 — 225 4,535 17,214 36,810 75,978 36,590 232,902 9,078 19,280 17,547 37,041 27,003 20,034 — 5,976 4,535 34,761 73,851 102,981 56,624 232,902 15,054 23,815 — N/A (1,432) 1987 (3,637) 1987 (2,019) 1992 — N/A (554) 1987 (1) 1991 503 8,952 972 9,924 (91) 1975 12,095 130 3,936 40 3 253 549 167 989 9,558 18 70 7 15,391 23,494 18,044 40,458 23,301 16,164 9,227 10,781 37,018 28,861 33,154 67,982 13,363 13,747 29,862 12,095 9,636 12,596 35,589 27,680 53,054 — 1946 (915) 1994 (1,002) 1979 / 2022 24,872 48,173 (2,384) 1995 6,057 22,221 (590) 1996 1,525 10,752 (166) 1960 3,851 15,532 14,632 52,550 (369) 1968 (1,468) 1960 989 29,850 (4) 1962 20,391 9,900 9,881 9,803 15,391 53,545 77,882 23,244 23,550 45,253 (479) 1999 / 2023 (1,023) 1966 (779) 2005 (785) 2004 (3) 1973 496 27,138 5,276 32,414 (474) 1971 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 2021 F-59 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 1020 Bixby Drive 444 Quay Avenue 18455 Figueroa Street 24903 Avenue Kearny 19475 Gramercy Place Torrance, CA 14005 Live Oak Avenue 13700-13738 Slover Avenue Irwindale, CA Meggitt Simi Valley 21415-21605 Plummer Street 1501-1545 Rio Vista Avenue 17011-17027 Central Avenue 2843 Benet Road 14243 Bessemer Street 2970 East 50th Street 19900 Plummer Street Long Beach Business Park 13711 Freeway Drive 6245 Providence Way 7815 Van Nuys Blvd City of Industry, CA Los Angeles, CA Los Angeles, CA Santa Clarita, CA Fontana, CA Simi Valley, CA Chatsworth, CA Los Angeles, CA Carson, CA Oceanside, CA Van Nuys, CA Vernon, CA Chatsworth, CA Long Beach, CA Santa Fe Springs, CA Eastvale, CA Panorama City, CA Santa Fe Springs, CA Ontario, CA Ontario, CA Fontana, CA Compton, CA Panorama, CA Ontario, CA 13535 Larwin Circle 1154 Holt Blvd 900-920 Allen Avenue Glendale, CA 1550-1600 Champagne Avenue 10131 Banana Avenue 2020 Central Avenue 14200-14220 Arminta Street 1172 Holt Blvd — — — — — — — — — — — — — — — — — — — — — — — — — — — 10,067 10,926 57,186 22,468 9,753 20,387 14,457 32,102 33,119 16,138 22,235 3,459 5,229 — 13,845 21,664 34,175 6,075 19,837 14,580 7,222 20,499 29,768 25,795 11,402 50,184 9,439 6,046 — 7,420 34,074 1,678 4,324 — 26,338 4,724 11,951 8,241 11,559 1,807 6,082 890 2,960 892 3,777 6,450 2,750 7,009 6,176 19,702 1,248 676 33,691 8,504 281 10,067 6,327 16,394 (519) 1977 7,875 10,926 7,875 18,801 (4) 1992 139 57,186 7,559 64,745 (869) 1978 22,468 9,753 20,387 14,457 32,102 33,119 16,138 22,235 3,459 5,229 — 13,845 21,664 34,175 6,075 19,837 14,580 7,222 20,499 29,768 25,795 11,402 50,184 9,439 34,399 3,411 56,867 13,164 (2,577) 1988 (223) 1982 / 2022 5,397 25,784 (814) 1992 431 14,888 (9) 1982 26,338 58,440 (2,030) 1984 / 2005 5,020 38,139 (917) 1986 12,457 28,595 (957) 2003 8,241 30,476 (604) 1979 11,559 15,018 (785) 1987 1,807 6,089 7,036 6,089 (138) 1987 (435) 1949 1,661 15,506 (2) 1983 3,283 24,947 (399) 1973 - 1976 1,593 3,783 35,768 9,858 (86) 1963 (302) 2018 6,725 26,562 (510) 1960 2,771 7,028 6,389 20,315 1,925 17,351 14,250 26,888 50,083 27,720 (244) 1987 (456) 2021 (474) 1942 - 1995 (1,332) 1989 (135) N/A 676 12,078 (107) 1972 33,733 8,521 83,917 17,960 (2,200) 2006 (557) 2021 325 1,733 1,073 431 — 296 506 — — — 7 771 323 701 6 275 21 19 213 613 677 — 42 17 F-60 2021 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 620 Anaheim Street 400 Rosecrans Avenue Gardena, CA 3547-3555 Voyager Street 6996-7044 Bandini Blvd 1500 Raymond Avenue 2400 Marine Avenue 14434-14527 San Pedro Street 20900 Normandie Avenue 15771 Red Hill Avenue 14350 Arminta Street 29125 Avenue Paine 3935-3949 Heritage Oak Court 4325 Etiwanda Avenue Merge-West 6000-6052 & 6027- 6029 Bandini Blvd 3901 Via Oro Avenue 15650 Don Julian Road 15700 Don Julian Road 17000 Gale Avenue 17909 & 17929 Susana Road 2880 Ana Street 920 Pacific Coast Highway 21022 & 21034 Figueroa Street 13301 Main Street 20851 Currier Road Fullerton, CA Redondo Beach, CA Los Angeles, CA Torrance, CA Tustin, CA Panorama City, CA Valencia, CA Simi Valley, CA Los Angeles, CA Torrance, CA Commerce, CA Jurupa Valley, CA Eastvale, CA Commerce, CA Long Beach, CA City of Industry, CA City of Industry, CA City of Industry, CA Compton, CA Rancho Dominguez, CA Wilmington, CA Carson, CA Los Angeles, CA City of Industry, CA — — — — — — — — — — — — — — — — — — — — — — — — — 46,117 21,686 50,239 26,136 31,853 5,715 20,388 23,693 15,550 8,642 19,809 39,403 31,286 251,443 69,162 18,519 9,867 10,252 7,190 26,786 34,987 80,121 15,551 40,434 12,549 — 7,290 1,985 13,942 8,431 2,880 24,125 33,149 2,230 — 924 1,574 18,730 206,055 25,490 953 5,818 5,996 4,929 — — 21,516 8,871 11,915 9,471 6,690 46,117 6,690 52,807 — n/a (52) 21,686 7,238 28,924 (709) 1964 3,471 50,239 5,456 55,695 (107) 1971 277 205 — 1,389 — 736 439 423 — 31 1,083 83 582 6 7 5 26,136 31,853 5,715 20,388 23,693 15,550 8,642 19,809 39,403 14,219 40,355 (911) N/A 8,636 40,489 (879) 1979 / 2016 2,880 25,514 8,595 45,902 (190) 2006 (1,586) 2006 33,149 56,842 (2,077) 1999 2,966 439 18,516 9,081 (193) 1984 — 1967 1,347 21,156 (109) 1986 1,574 40,977 (150) 1968 31,286 251,443 18,761 207,138 50,047 458,581 (1,137) 1998 (11,606) 2022 69,162 18,519 9,867 10,252 7,190 25,573 94,735 (1,596) 2016 1,535 20,054 (377) 1983 5,824 15,691 (340) 2003 6,003 16,255 (353) 2001 4,934 12,124 (284) 2008 23 26,786 23 26,809 (2) 1970 - 1973 1,860 34,987 1,860 36,847 (2) 1970 — 80,121 21,516 101,637 (1,123) 1954 1,047 15,551 9,918 25,469 (443) 2002 1 40,434 11,916 52,350 (618) 1989 2,319 12,549 11,790 24,339 (253) 1999 / 2023 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 F-61 Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period 3131 Harcourt Street & 18031 Susana Road Compton, CA Los Angeles, CA Carson, CA 14400 Figueroa Street 2130-2140 Del Amo Blvd 19145 Gramercy Place Torrance, CA 20455 Reeves Avenue Carson, CA 14874 Jurupa Avenue Fontana, CA 10660 Mulberry Avenue 755 Trademark Circle 4500 Azusa Canyon Road Fontana, CA Corona, CA Irwindale, CA Van Nuys, CA Irvine, CA 9000 Airport Blvd 7817 Haskell Avenue 16752 Armstrong Avenue 10545 Production Avenue Fontana, CA 3520 Challenger Street Torrance, CA Los Angeles, CA San Diego, CA San Diego, CA San Diego, CA 9323 Balboa Avenue 4285 Ponderosa Avenue 13925 Benson Avenue Chino, CA 9223 Balboa Avenue Rancho Dominguez, CA Irwindale, CA Santa Clarita, CA 19301 Santa Fe Avenue 2395-2399 Bateman Avenue 27712 & 27756 Avenue Mentry 422 Rosecrans Avenue Gardena, CA Westminster, CA Cypress, CA Santa Fe Springs, CA Long Beach, CA Irwindale, CA 14650 Hoover Street 5630 Cerritos Avenue 9400-9500 Santa Fe Springs Road 2500 Thompson Street 15801 West 1st Street 600-708 Vermont Avenue Anaheim, CA — — — — — — — — — — — — — — — — — — — — — — — — — — — — 26,268 43,929 35,494 32,965 40,291 29,738 8,744 5,685 35,173 10,565 29,662 215,378 11,616 139,564 50,919 27,254 16,495 26,442 14,899 28,663 20,084 3,067 13,814 16,635 1,419 6,011 5,246 5,894 6,050 29,627 3,024 4,910 4,991 976 8,699 149,927 1,859 4,976 97,621 — 8,207 1,446 — 12,964 36,540 — 8,721 6,103 132,157 67,189 19,567 5,268 142,497 31,453 57,394 — 342 26,268 1,761 28,029 (122) 1970 2,501 43,929 8,512 52,441 (181) 1967 204 — 38 23 277 6 1 — — 35 4 35,494 32,965 40,291 29,738 8,744 5,685 35,173 10,565 29,662 5,450 5,894 6,088 29,650 3,301 4,916 40,944 38,859 46,379 59,388 12,045 10,601 (262) 1980 (387) 1977 (322) 1982 (1,169) 2019 (154) 1990 (205) 2001 4,992 40,165 (314) 1950 976 11,541 (81) 1960 8,699 38,361 (708) 1970/2012 215,378 11,616 149,962 1,863 365,340 13,479 (5,602) 2006 (204) 1990 777 139,564 5,753 145,317 (361) 1981 50,919 27,254 16,495 26,442 14,899 28,663 20,084 3,067 13,814 16,635 97,630 148,549 (2,960) 2020 280 27,534 (1) 1978-1980 8,214 1,772 24,709 28,214 (278) 1969 (80) 1989 201 15,100 (1) 1954/1989 13,563 42,226 (384) 2002 36,540 — 8,721 6,103 56,624 3,067 22,535 22,738 (636) 1988 — 1968 (157) 2001 (124) 1989 132,157 67,189 199,346 (1,209) 1980/1990 19,567 5,268 24,835 (98) 1970 142,497 31,453 173,950 (329) 1977/1980 57,394 — 57,394 — 1960 9 280 6 326 201 599 1 — — — — — — — F-62 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 2023 Initial Cost Costs Capitalized Subsequent to (1) Acquisition Gross Amounts at Which Carried at Close of Period Property Address Location Encumbrances Land Building and Improvements Building and Improvements Land (2) Building & Improvements (2) Total Accumulated (3) Depreciation Year Build / Year Renovated Year Acquired South El Monte, CA 11234 Rush Street Investments in real estate — 12,737 — — 12,737 — 12,737 — 1960 2023 $ 58,025 $ 6,818,158 $ 3,487,011 $ 855,749 $ 6,815,622 $ 4,340,772 $ 11,156,394 $ (782,461) Note: As of December 31, 2023, the aggregate cost for federal income tax purposes of investments in real estate was approximately $10.2 billion. (1) Costs capitalized subsequent to acquisition are net of the write-off of fully depreciated assets and include construction in progress. (2) During 2009, we recorded impairment charges totaling $19.6 million in continuing operations (of which $4.5 million relates to properties still owned by us) to write down our investments in real estate to fair value. Of the $4.5 million, $2.4 million is included as a reduction of “Land” in the table above, with the remaining $2.1 million included as a reduction of “Buildings and Improvements”. (3) The depreciable life for buildings and improvements typically ranges from 10-30 years for buildings, 5-25 years for site improvements, and the shorter of the estimated useful life or respective lease term for tenant improvements. (4) As of December 31, 2023, these six properties secure the $60 Million Term Loan. (5) Safari Business Park consists of 16 buildings with the following addresses: 1845, 1885, 1901-1957 and 2037-2077 Vineyard Avenue; 1906-1946 and 2048- 2058 Cedar Street; 1900-1956, 1901-1907, 1911-1951, 2010-2020 and 2030-2071 Lynx Place; 1810, 1840-1898, 1910-1960 and 2030-2050 Carlos Avenue; 2010-2057 and 2060-2084 Francis Street. F-63 The following tables reconcile the historical cost of total real estate held for investment and accumulated depreciation from January 1, 2021 to December 31, 2023 (in thousands): Total Real Estate Held for Investment Balance, beginning of year Acquisition of investment in real estate Construction costs and improvements Disposition of investment in real estate Properties held for sale Write-off of fully depreciated assets Balance, end of year Accumulated Depreciation Balance, beginning of year Depreciation of investment in real estate Disposition of investment in real estate Properties held for sale Write-off of fully depreciated assets Balance, end of year 2023 Year Ended December 31, 2022 2021 9,470,387 $ 1,419,817 293,850 (11,360) — (16,300) 11,156,394 $ 6,931,072 $ 2,395,518 146,508 — — (2,711) 9,470,387 $ 2023 Year Ended December 31, 2022 2021 (614,332) $ (187,722) 3,293 — 16,300 (782,461) $ (473,382) $ (143,661) — — 2,711 (614,332) $ 4,947,955 1,912,076 106,721 (20,034) (13,661) (1,985) 6,931,072 (375,423) (112,679) 6,078 6,657 1,985 (473,382) $ $ $ $ F-64 REXFORD INDUSTRIAL REALTY, INC. SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE (Dollars in thousands) Description First Mortgage Loan: Industrial development site in California Contractual Interest Rate Maturity Date Payment Terms Prior Liens Periodic Face Amount of Mortgages Carrying Amount of (1) Mortgages Principal Amount of Loans Subject to Delinquent Principal or Interest 7.50 % (2) 10/26/2028 (3) None $ $ 125,000 $ 125,000 $ 122,784 $ 122,784 $ — — (1) The cost for federal income tax purposes was $125.0 million as of December 31, 2023. (2) The loan has an effective interest rate of 8.0% including the impact of loan origination costs and fees. (3) Interest is due monthly and principal is due at the maturity date. The following table reconciles the carrying value of mortgage loans on real estate from January 1, 2023 to December 31, 2023 (in thousands): Balance, beginning of year Additions during period: New loan originated Amortization of net deferred origination fees Deductions during period: Deferred loan origination fees, net Balance, end of year F-65 Year Ended December 31, 2023 — 125,000 84 (2,300) 122,784 $ $ Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the securities of Rexford Industrial Realty, Inc., a Maryland corporation, registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our stock does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable provisions of Maryland General Corporation Law (the “MGCL”), and the full text of our charter, including the articles supplementary setting forth the terms of the Series B Preferred Stock and Series C Preferred Stock, and bylaws, copies of which have been filed as exhibits to this Annual Report on Form 10-K. As used in this “Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934,” references to the “Company,” “we,” “our” or “us” refer solely to Rexford Industrial Realty, Inc. and not to any of its subsidiaries, unless otherwise expressly stated or the context otherwise requires. General Our charter provides that we may issue up to 489,950,000 shares of common stock, $0.01 par value per share, or common stock, and 10,050,000 shares of preferred stock, $0.01 par value per share (“preferred stock”). Our charter authorizes our board of directors, without any action by our common stockholders, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of any class or series of our stock. In connection with our issuances of preferred stock, our Operating Partnership has issued to us preferred units and may issue additional preferred units to us in the future. In addition, the Operating Partnership has issued and in the future may issue additional common units and/or preferred units to third parties in connection with acquisitions or otherwise. Existing preferred units have and any future preferred units may have preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with the common units and are structurally senior to our common stock. Such issuances would reduce our ownership percentage in our Operating Partnership and affect the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders. Under Maryland law, stockholders generally are not personally liable for our debts or obligations solely as a result of their status as stockholders. Description of Common Stock Dividends Subject to the preferential rights of holders of any other class or series of our stock, including our Series B Preferred Stock and Series C Preferred Stock, to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, holders of shares of our common stock are entitled to receive dividends and other distributions on such shares if, as and when authorized by our board of directors out of assets legally available therefor and declared by us and to share ratably in the assets of our company legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up, after payment or establishment of reserves for all of our known debts and liabilities. Voting Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of our stock, including our Series B Preferred Stock and Series C Preferred Stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, the holders of shares of common stock will possess the exclusive voting power. There is no cumulative voting in the election of our directors. Directors are elected by a majority of all the votes cast “for” and “against” the election of such nominee provided that, in the case of a contested election (as defined in our bylaws), directors are elected by a plurality of all of the votes cast in the election of directors. A nominee for director in an uncontested election not elected by the vote required in the bylaws and who is an incumbent director shall promptly tender his or her resignation to the board of directors for consideration. Other Rights Holders of shares of our common stock have no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any securities of our company. Our charter provides that our common stockholders generally have no appraisal rights unless our board of directors determines prospectively that appraisal rights will apply to one or more transactions in which holders of our common stock would otherwise be entitled to exercise appraisal rights. Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, holders of our common stock will have equal dividend, liquidation and other rights. Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, consolidate, convert, sell all or substantially all of its assets or engage in a statutory share exchange unless declared advisable by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of all of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides for approval of any of these matters by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on such matters, except that the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors is required to remove a director (and such removal must be for cause) and the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on such matter is required to amend the provisions of our charter relating to the removal of directors or the vote required to amend such provisions. Maryland law also permits a Maryland corporation to transfer all or substantially all of its assets without the approval of the stockholders of the corporation to an entity if all of the equity interests of the entity are owned, directly or indirectly, by the corporation. Because our operating assets may be held by our operating partnership or its subsidiaries, these subsidiaries may be able to merge or transfer all or substantially all of their assets without the approval of our stockholders. Our charter authorizes our board of directors to reclassify any unissued shares of our common stock into other classes or series of stock, to establish the designation and number of shares of each class or series and to set, subject to the provisions of our charter relating to the restrictions on ownership and transfer of our stock, the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each such class or series. Transfer Agent and Registrar The transfer agent and registrar for shares of our common stock is Equiniti Trust Company, LLC. Listing Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “REXR.” Any additional shares of common stock we issue will also be listed on the New York Stock Exchange upon official notice of issuance. Description of Preferred Stock General Our charter authorizes our board of directors to classify any unissued shares of preferred stock and to reclassify any previously classified but unissued shares of preferred stock into one or more classes or series of preferred stock. Prior to issuance of shares of each new class or series, our board of directors is required by the MGCL and our charter to set, subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of each such class or series. As a result, our board of directors could authorize the issuance of shares of preferred stock that have priority over shares 2 of our common stock with respect to dividends or other distributions or rights upon liquidation or with other terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests. Series B Preferred Stock General Our board of directors and a duly authorized committee of our board of directors classified 3,000,000 shares of the company’s authorized but unissued preferred stock as shares of the Series B Preferred Stock. Our board of directors may authorize the classification, issuance and sale of additional shares of Series B Preferred Stock from time to time. Any capitalized terms defined within this “Series B Preferred Stock” section shall only be so defined for the purposes of this section. Ranking affairs: The Series B Preferred Stock ranks, with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of our • • • senior to all classes or series of our common stock, and to any other class or series of our capital stock expressly designated as ranking junior to the Series B Preferred Stock; on parity with our Series C Preferred Stock and any other class or series of our capital stock expressly designated as ranking on parity with the Series B Preferred Stock; and junior to any other class or series of our capital stock expressly designated as ranking senior to the Series B Preferred Stock, none of which exists on the date hereof. The term “capital stock” does not include convertible or exchangeable debt securities, which, prior to conversion or exchange, rank senior in right of payment to the Series B Preferred Stock. The Series B Preferred Stock also ranks junior in right of payment to our other existing and future debt obligations. Dividends Subject to the preferential rights of the holders of any class or series of our capital stock ranking senior to the Series B Preferred Stock with respect to dividend rights, holders of shares of the Series B Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by us out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 5.875% per annum of the $25.00 liquidation preference per share of the Series B Preferred Stock (equivalent to the fixed annual amount of $1.46875 per share of the Series B Preferred Stock). Dividends on the Series B Preferred Stock accrue and are cumulative from and including the date of original issue of any such shares and are payable to holders quarterly in arrears on or about the last day of March, June, September and December of each year or, if such day is not a business day, on either the immediately preceding business day or next succeeding business day at our option, except that, if such business day is in the next succeeding year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date. The term “business day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close. The amount of any dividend payable on the Series B Preferred Stock for any period greater or less than a full dividend period is prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. A dividend period is the respective period commencing on and including the first day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding dividend period (other than the initial dividend period and the dividend period during which any shares of Series B Preferred 3 Stock shall be redeemed). Dividends are payable to holders of record as they appear in our stock records at the close of business on the applicable record date, which shall be the date designated by our board of directors as the record date for the payment of dividends that is not more than 35 and not fewer than 10 days prior to the scheduled dividend payment date. Dividends on the Series B Preferred Stock will accrue whether or not: • we have earnings; • • there are funds legally available for the payment of those dividends; or those dividends are authorized or declared. Except as described in the next two paragraphs, unless full cumulative dividends on the Series B Preferred Stock for all past dividend periods shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment, we will not: • • declare and pay or declare and set aside for payment any dividends, and we will not declare and make any distribution of cash or other property, directly or indirectly, on or with respect to any shares of our common stock or shares of any other class or series of our capital stock ranking, as to dividends, on parity with or junior to the Series B Preferred Stock, for any period; or except as described below, redeem, purchase or otherwise acquire for any consideration, or make any other distribution of cash or other property, directly or indirectly, on or with respect to, or pay or make available any monies for a sinking fund for the redemption of, any common stock or shares of any other class or series of our capital stock ranking, as to dividends and upon liquidation, on parity with or junior to the Series B Preferred Stock. The foregoing sentence, however, will not prohibit: • • • • dividends payable solely in common stock or any other class or series of capital stock ranking junior to the Series B Preferred Stock as to payment of dividends and the distribution of assets upon our liquidation, dissolution and winding up; the conversion into or exchange for other shares of any class or series of capital stock ranking junior to the Series B Preferred Stock as to payment of dividends and the distribution of assets upon our liquidation, dissolution and winding up; our purchase of shares of Series B Preferred Stock, preferred stock ranking on parity with the Series B Preferred Stock as to payment of dividends and upon liquidation, dissolution or winding up or capital stock or equity securities ranking junior to the Series B Preferred Stock pursuant to our charter to the extent necessary to preserve our status as a REIT as discussed under “Restrictions on Ownership and Transfer”; and our redemption, purchase or acquisition of shares of Series B Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Stock. Notwithstanding the foregoing limitations, when we do not pay dividends in full (or do not declare and set apart a sum sufficient to pay them in full) on the Series B Preferred Stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series B Preferred Stock, we will declare any dividends upon the Series B Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the Series B Preferred Stock pro rata, so that the amount of dividends declared per share of Series B Preferred Stock and such other class or series of capital stock will in all cases bear to each other the same ratio that accrued dividends per share on the Series B Preferred Stock and such other class or series of capital stock (which will not include any accrual in respect of unpaid dividends on such other class or series of capital stock for prior 4 dividend periods if such other class or series of capital stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments on the Series B Preferred Stock which may be in arrears. Holders of shares of Series B Preferred Stock are not entitled to any dividend, whether payable in cash, property or shares of capital stock, in excess of full cumulative dividends on the Series B Preferred Stock as described above. Any dividend payment made on the Series B Preferred Stock will first be credited against the earliest accrued but unpaid dividends due with respect to those shares which remain payable. Accrued but unpaid dividends on the Series B Preferred Stock will accumulate as of the dividend payment date on which they first become payable. We do not intend to declare dividends on the Series B Preferred Stock, or pay or set apart for payment dividends on the Series B Preferred Stock, if the terms of any of our agreements, including any agreements relating to our indebtedness, prohibit such a declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach of or default under such an agreement. Likewise, no dividends will be authorized by our board of directors and declared by us or paid or set apart for payment if such authorization, declaration or payment is restricted or prohibited by law. Our unsecured revolving credit facility, unsecured term loan facilities and senior notes prohibit us from making distributions to our stockholders, or redeeming or otherwise repurchasing shares of our capital stock, including the Series B Preferred Stock, after the occurrence and during the continuance of an event of default, except in limited circumstances as necessary to enable us to maintain our qualification as a REIT. Consequently, after the occurrence and during the continuance of an event of default under our unsecured revolving credit facility, unsecured term loan facilities or senior notes, we may not be able to pay all or a portion of the dividends payable to the holders of the Series B Preferred Stock or redeem all or a portion of the Series B Preferred Stock. In addition, in the event of a default under our unsecured revolving credit facility, unsecured term loan facilities or senior notes, we would be unable to borrow under such facilities and any amounts we have borrowed thereunder could become immediately due and payable. The agreements governing our future debt instruments may also include restrictions on our ability to pay dividends to holders or make redemptions of the Series B Preferred Stock. Liquidation Preference Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, before any distribution or payment shall be made to holders of shares of our common stock or any other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to the Series B Preferred Stock, holders of shares of Series B Preferred Stock will be entitled to be paid out of our assets legally available for distribution to our stockholders, after payment of or provision for our debts and other liabilities, a liquidation preference of $25.00 per share of Series B Preferred Stock, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date of payment. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series B Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to rights upon liquidation, dissolution or winding up, on parity with the Series B Preferred Stock in the distribution of assets including our Series C Preferred Stock, then holders of shares of Series B Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series B Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of shares of Series B Preferred Stock will be entitled to written notice of any distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of our affairs not less than 30 days and not more than 60 days prior to the distribution payment date. After payment of the full amount of the liquidating distributions to which they are entitled, holders of shares of Series B Preferred Stock will have no right or claim to any of our remaining assets. Our consolidation or merger with or into or our conversion into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of our property or business, will not be deemed to constitute a liquidation, dissolution or winding up of our affairs. 5 In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of our capital stock or otherwise, is permitted under Maryland law, amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series B Preferred Stock will not be added to our total liabilities. Optional Redemption Except with respect to the special optional redemption described below, to preserve our status as a REIT or in certain other limited circumstances relating to our maintenance of our ability to qualify as a REIT as described in “Restrictions on Ownership and Transfer,” we cannot redeem the Series B Preferred Stock prior to November 13, 2022. On and after November 13, 2022, we may, at our option, upon not fewer than 30 and not more than 60 days’ written notice, redeem the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon (whether or not authorized or declared) up to but excluding the date fixed for redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares), without interest, to the extent we have funds legally available for that purpose. We may also redeem shares of Series B Preferred Stock from time to time for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon (whether or not authorized or declared) up to but excluding the date fixed for redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares), without interest, if our board of directors has determined that such redemption is necessary to preserve our status as a REIT. If fewer than all of the outstanding shares of the Series B Preferred Stock are to be redeemed (in the case of a redemption of the Series B Preferred Stock other than to preserve our status as a REIT), we will select the shares of Series B Preferred Stock to be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as we determine. If such redemption is to be by lot and, as a result of such redemption, any holder of shares of Series B Preferred Stock, other than a holder of Series B Preferred Stock that has received an exemption from the ownership limit, would have actual, beneficial or constructive ownership of more than 9.8% of the issued and outstanding shares of Series B Preferred Stock by value or number of shares, whichever is more restrictive, or violate any of the other restrictions on ownership and transfer of our stock set forth in our charter, including the articles supplementary setting forth the terms of the Series B Preferred Stock, because such holder’s shares of Series B Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the charter, we will redeem the requisite number of shares of Series B Preferred Stock of such holder such that no holder will own in excess of the 9.8% Series B Preferred Stock ownership limit or other restrictions on ownership and transfer of our stock subsequent to such redemption. See “Restrictions on Ownership and Transfer.” In order for their shares of Series B Preferred Stock to be redeemed, holders must surrender their shares at the place, or in accordance with the book-entry procedures, designated in the notice of redemption. Holders will then be entitled to the redemption price and any accrued and unpaid dividends payable upon redemption following surrender of the shares. If a notice of redemption has been given (in the case of a redemption of the Series B Preferred Stock other than to preserve our status as a REIT), if the funds necessary for the redemption have been set aside by us for the benefit of the holders of any shares of Series B Preferred Stock called for redemption and if irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then, from and after the redemption date, dividends will cease to accrue on such shares of Series B Preferred Stock and such shares of Series B Preferred Stock will no longer be deemed outstanding. At such time, all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon redemption, without interest. So long as no dividends are in arrears for any past dividend periods and subject to the provisions of applicable law and the sufficiency of legally available funds, we may from time to time repurchase all or any part of the Series B Preferred Stock, including the repurchase of shares of Series B Preferred Stock in open-market transactions and individual purchases at such prices as we negotiate, in each case as duly authorized by our board of directors. Unless full cumulative dividends on all shares of Series B Preferred Stock have been or contemporaneously are authorized, declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for 6 all past dividend periods, no shares of Series B Preferred Stock will be redeemed (including pursuant to our special optional redemption right described below) unless all outstanding shares of Series B Preferred Stock are simultaneously redeemed and we will not purchase or otherwise acquire directly or indirectly any shares of Series B Preferred Stock or any class or series of our capital stock ranking, as to dividends or upon liquidation, dissolution or winding up, on parity with or junior to the Series B Preferred Stock (except by conversion into or exchange for our capital stock ranking junior to the Series B Preferred Stock as to dividends and upon liquidation); provided, however, that whether or not the requirements set forth above have been met, we may purchase or acquire shares of Series B Preferred Stock, preferred stock ranking on parity with the Series B Preferred Stock as to payment of dividends and upon liquidation, dissolution or winding up or capital stock or equity securities ranking junior to the Series B Preferred Stock pursuant to the provisions of our charter, including the articles supplementary setting forth the terms of the Series B Preferred Stock or comparable provisions with respect to a class or series of parity preferred stock, relating to restrictions on ownership and transfer of our stock in connection with the requirements for our qualification as a REIT for federal income tax purposes, and we may purchase or acquire shares of Series B Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Stock. See “Restrictions on Ownership and Transfer” below. Notice of redemption will be mailed by the Company, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series B Preferred Stock to be redeemed at their respective addresses as they appear on our stock transfer records as maintained by the transfer agent named in “Description of Preferred Stock-Series B Preferred Stock-Transfer Agent and Registrar.” No failure to give such notice or any defect therein or in the mailing thereof will affect the validity of the proceedings for the redemption of any shares of Series B Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series B Preferred Stock may be listed or admitted to trading, each notice will state: • • • • • • • the redemption date; the redemption price; the number of shares of Series B Preferred Stock to be redeemed; the place or places where the certificates, if any, representing shares of Series B Preferred Stock are to be surrendered for payment of the redemption price; procedures for surrendering noncertificated shares of Series B Preferred Stock for payment of the redemption price; that dividends on the shares of Series B Preferred Stock to be redeemed will cease to accrue on such redemption date; and that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series B Preferred Stock. If fewer than all of the shares of Series B Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder will also specify the number of shares of Series B Preferred Stock held by such holder to be redeemed. We are not required to provide such notice in the event we redeem Series B Preferred Stock in order to maintain our status as a REIT. If a redemption date falls after a dividend record date and on or prior to the corresponding dividend payment date, each holder of shares of the Series B Preferred Stock at the close of business of such dividend record date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares on or prior to such dividend payment date and each holder of shares of Series B Preferred Stock that surrenders such shares on such redemption date will be entitled to the dividends accruing after the end of the applicable dividend period, up to but excluding the redemption date. Except as 7 described above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series B Preferred Stock for which a notice of redemption has been given. All shares of Series B Preferred Stock that we redeem or repurchase will be restored to the status of authorized but unissued shares of preferred stock, without designation as to series or class. Our unsecured revolving credit facility, unsecured term loan facilities and senior notes prohibit us from redeeming or otherwise repurchasing any shares of our capital stock, including the Series B Preferred Stock, after the occurrence and during the continuance of an event of default, except in limited circumstances. Special Optional Redemption Upon the occurrence of a Change of Control (as defined below), we may, at our option, redeem the Series B Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares). If, prior to the Change of Control Conversion Date (as defined below), we have provided or provide notice of redemption with respect to the Series B Preferred Stock (whether pursuant to our optional redemption right or our special optional redemption right), the holders of Series B Preferred Stock will not have the conversion right described below under “Series B Preferred Stock-Conversion Rights.” We will mail to you, if you are a record holder of the Series B Preferred Stock, a notice of redemption no fewer than 30 days nor more than 60 days before the redemption date. We will send the notice to your address shown on our stock transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series B Preferred Stock except as to the holder to whom notice was defective. Each notice will state the following: • • • • • • • • • the redemption date; the redemption price; the number of shares of Series B Preferred Stock to be redeemed; the place or places where the certificates, if any, representing shares of Series B Preferred Stock are to be surrendered for payment of the redemption price; procedures for surrendering noncertificated shares of Series B Preferred Stock for payment of the redemption price; that dividends on the shares of Series B Preferred Stock to be redeemed will cease to accrue on such redemption date; that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series B Preferred Stock; that the Series B Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and that the holders of the Series B Preferred Stock to which the notice relates will not be able to tender such Series B Preferred Stock for conversion in connection with the Change of Control and each share of Series B Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. 8 If we redeem fewer than all of the outstanding shares of Series B Preferred Stock, the notice of redemption mailed to each stockholder will also specify the number of shares of Series B Preferred Stock that we will redeem from each stockholder. In this case, we will determine the number of shares of Series B Preferred Stock to be redeemed as described above in “Description of Preferred Stock-Series B Preferred Stock-Optional Redemption.” If we have given a notice of redemption and have set aside sufficient funds for the redemption for the benefit of the holders of the Series B Preferred Stock called for redemption and given irrevocable instructions to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, those shares of Series B Preferred Stock will no longer be outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series B Preferred Stock will terminate. The holders of those shares of Series B Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends through, but not including, the redemption date, without interest. The holders of Series B Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series B Preferred Stock on the corresponding payment date notwithstanding the redemption of the Series B Preferred Stock between such record date and the corresponding payment date or our default in the payment of the dividend due. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series B Preferred Stock to be redeemed. A “Change of Control” is when each of the following have occurred and are continuing: • • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of our company entitling that person to exercise more than 50% of the total voting power of all stock of our company entitled to vote generally in the election of our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity (or if, in connection with such transaction shares of our common stock are converted into or exchanged for (in whole or in part) common equity securities of another entity, such other entity) has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE AMER or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE AMER or NASDAQ. Conversion Rights Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock will have the right, unless, on or prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem the Series B Preferred Stock as described under “Description of Preferred Stock- Series B Preferred Stock-Redemption” or “Description of Preferred Stock-Series B Preferred Stock-Special Optional Redemption,” to convert some or all of the Series B Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of our common stock per share of Series B Preferred Stock (the “Common Stock Conversion Consideration”), which is equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Stock dividend payment and prior to the corresponding Series B Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (such quotient, the “Conversion Rate”); and • 1.6578 (i.e., the “Share Cap”). 9 The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of our common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to our common stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of our common stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of our common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of our common stock outstanding immediately prior to such Share Split. In the case of a Change of Control pursuant to which our common stock will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of Series B Preferred Stock will receive upon conversion of such Series B Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of our common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, is referred to as the “Conversion Consideration”). If the holders of our common stock have the opportunity to elect the form of consideration to be received in the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority of the shares of our common stock that were voted in such an election (if electing between two types of consideration) or holders of a plurality of shares of our common stock that were voted in such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of our common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control. We will not issue fractional shares of common stock upon the conversion of the Series B Preferred Stock. Instead, we will pay the cash value of such fractional shares based on the Common Stock Price. If more than one share of Series B Preferred Stock is surrendered for conversion at one time by or for the same holder, the number of full shares of our common stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B Preferred Stock so surrendered. Within 15 days following the occurrence of a Change of Control, we will provide to holders of Series B Preferred Stock a notice of occurrence of the Change of Control that describes the resulting Change of Control Conversion Right. This notice will state the following: • • • • • • • • the events constituting the Change of Control; the date of the Change of Control; the last date on which the holders of Series B Preferred Stock may exercise their Change of Control Conversion Right; the method and period for calculating the Common Stock Price; the Change of Control Conversion Date; that if, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem all or any portion of the Series B Preferred Stock, holders will not be able to convert shares of Series B Preferred Stock designated for redemption and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right; if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series B Preferred Stock; the name and address of the paying agent and the conversion agent; and 10 • the procedures that the holders of Series B Preferred Stock must follow to exercise the Change of Control Conversion Right. A failure to give such notice or any defect in the notice or in its mailing will not affect the validity of the conversion of any Series B Preferred Stock except as to the holder to whom notice was defective. We will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post a notice on our website, in any event prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of Series B Preferred Stock. To exercise the Change of Control Conversion Right, the holders of Series B Preferred Stock will be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing Series B Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to our transfer agent. The conversion notice must state: • • • the relevant Change of Control Conversion Date; the number of shares of Series B Preferred Stock to be converted; and that the Series B Preferred Stock is to be converted pursuant to the applicable provisions of the Series B Preferred Stock. The “Change of Control Conversion Date” is the date the Series B Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which we provide the notice described above to the holders of Series B Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of our common stock is solely cash, the amount of cash consideration per share of our common stock or (ii) if the consideration to be received in the Change of Control by holders of our common stock is other than solely cash (x) the average of the closing sale prices per share of our common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which our common stock is then traded, or (y) the average of the last quoted bid prices for our common stock in the over-the-counter market as reported by OTC Markets Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if our common stock is not then listed for trading on a U.S. securities exchange. Holders of Series B Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to our transfer agent prior to the close of business on the business day prior to the Change of Control Conversion Date. The notice of withdrawal must state: • • • the number of withdrawn shares of Series B Preferred Stock; if certificated shares of Series B Preferred Stock have been issued, the certificate numbers of the withdrawn shares of Series B Preferred Stock; and the number of shares of Series B Preferred Stock, if any, which remain subject to the conversion notice. 11 Notwithstanding the foregoing, if the Series B Preferred Stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of The Depository Trust Company (“DTC”). The Series B Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion Date we have provided or provide notice of our election to redeem such Series B Preferred Stock, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem Series B Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such Series B Preferred Stock will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares), in accordance with our optional redemption right or special optional redemption right. See “Description of Preferred Stock-Series B Preferred Stock-Optional Redemption” and Description of Preferred Stock - “Series B Preferred Stock-Special Optional Redemption” above. We will deliver amounts owing upon conversion no later than the third business day following the Change of Control Conversion Date. In connection with the exercise of any Change of Control Conversion Right, we will comply with all federal and state securities laws and stock exchange rules in connection with any conversion of Series B Preferred Stock into shares of our common stock. Notwithstanding any other provision of the Series B Preferred Stock, no holder of Series B Preferred Stock will be entitled to convert such Series B Preferred Stock into shares of our common stock to the extent that receipt of such common stock would cause such holder (or any other person) to exceed the restrictions on ownership and transfer of our stock contained in our charter, including the articles supplementary setting forth the terms of the Series B Preferred Stock, unless we provide an exemption from this limitation for such holder. See “Restrictions on Ownership and Transfer” below. The Change of Control conversion feature may make it more difficult for a party to take over our company or discourage a party from taking over our company. Except as provided above in connection with a Change of Control, the Series B Preferred Stock is not convertible into or exchangeable for any other securities or property. No Maturity, Sinking Fund or Mandatory Redemption The Series B Preferred Stock has no maturity date and we are not required to redeem the Series B Preferred Stock at any time. Accordingly, the Series B Preferred Stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our redemption right or, under circumstances where the holders of the Series B Preferred Stock have a conversion right, such holders convert the Series B Preferred Stock into our common stock. The Series B Preferred Stock is not subject to any sinking fund. Limited Voting Rights Holders of shares of the Series B Preferred Stock generally do not have any voting rights, except as set forth below. If dividends on the Series B Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive (which we refer to as a “preferred dividend default”), holders of shares of the Series B Preferred Stock and holders of all other classes or series of parity preferred stock with which the holders of Series B Preferred Stock are entitled to vote together as a single class, including our Series C Preferred Stock, voting together as a single class, will be entitled to vote for the election of two additional directors to serve on our board of directors (which we 12 refer to as preferred stock directors), until all unpaid dividends for past dividend periods with respect to the Series B Preferred Stock have been paid. At such time as holders of our Series B Preferred Stock become entitled to vote in the election of preferred stock directors, the number of directors serving on our board of directors will be increased automatically by two (unless the number of directors has previously been so increased pursuant to the terms of any class or series of any parity preferred stock). The preferred stock directors will be elected by a plurality of the votes cast in the election of preferred stock directors and each preferred stock director will serve until our next annual meeting of stockholders and until his successor is duly elected and qualifies. The election of preferred stock directors will take place at: • • either a special meeting of our stockholders called for the purpose of electing preferred stock directors upon the written request of holders of at least 10% of the outstanding shares of Series B Preferred Stock and any other class or series of parity preferred stock entitled to vote together as a single class with the holders of Series B Preferred Stock in the election of preferred stock directors, if this request is received more than 90 days before the date fixed for our next annual or special meeting of stockholders or, if we receive the request for a special meeting within 90 days before the date fixed for our next annual or special meeting of stockholders, at such annual or special meeting of stockholders; and each subsequent annual meeting (or special meeting at which preferred stock directors are to be elected) until all dividends accumulated on the Series B Preferred Stock have been paid in full for all past dividend periods. If and when all accumulated dividends on the Series B Preferred Stock for all past dividend periods shall have been paid in full, holders of shares of Series B Preferred Stock shall be divested of the voting rights set forth above (subject to re-vesting in the event of each and every preferred dividend default) and, unless outstanding shares of parity preferred stock remain entitled to vote in the election of preferred stock directors, the term and office of such preferred stock directors so elected will terminate and the number of directors will be reduced accordingly. Any preferred stock director elected by holders of shares of Series B Preferred Stock and any class or series of parity preferred stock may be removed at any time with or without cause by the vote of, and may not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of Series B Preferred Stock and any class or series of parity preferred stock then entitled to vote together as a single class in the election of preferred stock directors (voting together as a single class). So long as a preferred dividend default continues, any vacancy in the office of a preferred stock director may be filled by written consent of the preferred stock director remaining in office, or if none remains in office, by a plurality of the votes cast in the election of preferred stock directors. The preferred stock directors shall each be entitled to one vote on any matter before the board of directors. In addition, so long as any shares of Series B Preferred Stock remain outstanding, we will not, without the consent or the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock and each other class or series of parity preferred stock with which the holders of Series B Preferred Stock are entitled to vote together as a single class on such matter, including our Series C Preferred Stock, voting together as a single class: • • authorize, create or issue, or increase the number of authorized or issued number of shares of, any class or series of stock ranking senior to the Series B Preferred Stock with respect to payment of dividends or the distribution of assets upon our liquidation, dissolution or winding up, or reclassify any of our authorized capital stock into any such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or amend, alter or repeal the provisions of our charter, including the terms of the Series B Preferred Stock, whether by merger, consolidation, transfer or conveyance of substantially all of our assets or otherwise, so as to materially and adversely affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock, 13 except that, with respect to the occurrence of any of the events described in the second bullet point immediately above, so long as the Series B Preferred Stock remains outstanding with the terms of the Series B Preferred Stock materially unchanged, taking into account that, upon the occurrence of an event described in the second bullet point above, we may not be the surviving entity and the surviving entity may not be a corporation, the occurrence of such event will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock, and in such case such holders shall not have any voting rights with respect to the events described in the second bullet point immediately above. Furthermore, if holders of shares of the Series B Preferred Stock receive the greater of the full trading price of the Series B Preferred Stock on the date of an event described in the second bullet point immediately above or the $25.00 per share liquidation preference plus all accrued and unpaid dividends thereon pursuant to the occurrence of any of the events described in the second bullet point immediately above, then such holders shall not have any voting rights with respect to the events described in the second bullet point immediately above. If any event described in the second bullet point above would materially and adversely affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock disproportionately relative to any other class or series of parity preferred stock, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series B Preferred Stock, voting as a separate class, will also be required. Holders of shares of Series B Preferred Stock will not be entitled to vote with respect to any increase in the total number of authorized shares of our common stock or preferred stock, any increase in the number of authorized shares of Series B Preferred Stock or the creation or issuance of any other class or series of capital stock, or any increase in the number of authorized shares of any other class or series of capital stock, in each case ranking on parity with or junior to the Series B Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up. Holders of shares of Series B Preferred Stock will not have any voting rights with respect to, and the consent of the holders of shares of Series B Preferred Stock is not required for, the taking of any corporate action, including any merger or consolidation involving us or a sale of all or substantially all of our assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of the Series B Preferred Stock, except as set forth above. In addition, the voting provisions above will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, we have redeemed or called for redemption upon proper procedures all outstanding shares of Series B Preferred Stock. In any matter in which Series B Preferred Stock may vote (as expressly provided in the articles supplementary setting forth the terms of the Series B Preferred Stock), each share of Series B Preferred Stock shall be entitled to one vote per $25.00 of liquidation preference. As a result, each share of Series B Preferred Stock will be entitled to one vote. Transfer Agent and Registrar The transfer agent and registrar for the Series B Preferred Stock is Equiniti Trust Company, LLC. Listing Our outstanding shares of Series B Preferred Stock are listed on the New York Stock Exchange under the symbol “REXR-PB.” Book-Entry Procedures The Series B Preferred Stock have only been issued in the form of global securities held in book-entry form. DTC or its nominee is the sole registered holder of the Series B Preferred Stock. Owners of beneficial interests in the Series B Preferred Stock represented by the global securities hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities are shown on, and transfers are effected only through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances. Owners of beneficial interests must exercise 14 any rights in respect of other interests, including any right to convert or require repurchase of their interests in the Series B Preferred Stock, in accordance with the procedures and practices of DTC. Beneficial owners are not holders and are not entitled to any rights provided to the holders of the Series B Preferred Stock under the global securities or the articles supplementary. We and any of our agents may treat DTC as the sole holder and registered owner of the global securities. DTC has advised us as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC facilitates the settlement of transactions amongst participants through electronic computerized book-entry changes in participants’ accounts, eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, including the underwriters, banks, trust companies, clearing corporations and other organizations, some of whom and/or their representatives own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The Series B Preferred Stock, represented by one or more global securities, is exchangeable for certificated securities with the same terms only if: • DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days; or • we decide to discontinue use of the system of book-entry transfer through DTC (or any successor depositary). Series C Preferred Stock General Our board of directors and a duly authorized committee of our board of directors classified 3,450,000 shares of the company’s authorized but unissued common and preferred stock as shares of the Series C Preferred Stock. Our board of directors may authorize the classification, issuance and sale of additional shares of Series C Preferred Stock from time to time. Any capitalized terms defined within this “Series C Preferred Stock” section shall only be so defined for the purposes of this section. Ranking affairs: The Series C Preferred Stock ranks, with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of our • • • senior to all classes or series of our common stock, and to any future class or series of our capital stock expressly designated as ranking junior to the Series C Preferred Stock; on parity with our Series B Preferred Stock and any other class or series of our capital stock expressly designated as ranking on parity with the Series C Preferred Stock; and junior to any other class or series of our capital stock expressly designated as ranking senior to the Series C Preferred Stock, none of which exists on the date hereof. The term “capital stock” does not include convertible or exchangeable debt securities, which, prior to conversion or exchange, rank senior in right of payment to the Series C Preferred Stock. The Series C Preferred Stock also ranks junior in right of payment to our other existing and future debt obligations. 15 Dividends Subject to the preferential rights of the holders of any class or series of our capital stock ranking senior to the Series C Preferred Stock with respect to dividend rights, holders of shares of the Series C Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by us out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 5.625% per annum of the $25.00 liquidation preference per share of the Series C Preferred Stock (equivalent to the fixed annual amount of $1.40625 per share of the Series C Preferred Stock). Dividends on the Series C Preferred Stock accrue and are cumulative from and including the date of original issue of any shares and are payable to holders quarterly in arrears on or about the last day of March, June, September and December of each year or, if such day is not a business day, on either the immediately preceding business day or next succeeding business day at our option, except that, if such business day is in the next succeeding year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date. The term “business day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close. The amount of any dividend payable on the Series C Preferred Stock for any period greater or less than a full dividend period is prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. A dividend period is the respective period commencing on and including the first day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding dividend period (other than the initial dividend period and the dividend period during which any shares of Series C Preferred Stock shall be redeemed). Dividends are payable to holders of record as they appear in our stock records at the close of business on the applicable record date, which shall be the date designated by our board of directors as the record date for the payment of dividends that is not more than 35 and not fewer than 10 days prior to the scheduled dividend payment date. Dividends on the Series C Preferred Stock will accrue whether or not: • we have earnings; • • there are funds legally available for the payment of those dividends; or those dividends are authorized or declared. Except as described in this paragraph and the next paragraph, unless full cumulative dividends on the Series C Preferred Stock for all past dividend periods shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment, we will not: • • declare and pay or declare and set aside for payment any dividends, and we will not declare and make any distribution of cash or other property, directly or indirectly, on or with respect to any shares of our common stock or shares of any other class or series of our capital stock ranking, as to dividends, on parity with or junior to the Series C Preferred Stock, for any period; or except as described below, redeem, purchase or otherwise acquire for any consideration, or make any other distribution of cash or other property, directly or indirectly, on or with respect to, or pay or make available any monies for a sinking fund for the redemption of, any common stock or shares of any other class or series of our capital stock ranking, as to dividends and upon liquidation, on parity with or junior to the Series C Preferred Stock. The foregoing sentence, however, will not prohibit: • dividends payable solely in common stock or any other class or series of capital stock ranking junior to the Series C Preferred Stock as to payment of dividends and the distribution of assets upon our liquidation, dissolution and winding up; 16 • • • the conversion into or exchange for other shares of any class or series of capital stock ranking junior to the Series C Preferred Stock as to payment of dividends and the distribution of assets upon our liquidation, dissolution and winding up; our redemption, purchase or other acquisition of shares of Series C Preferred Stock, preferred stock ranking on parity with the Series C Preferred Stock as to payment of dividends and upon liquidation, dissolution or winding up or capital stock or equity securities ranking junior to the Series C Preferred Stock pursuant to our charter to the extent necessary to preserve our status as a REIT as discussed under “Restrictions on Ownership and Transfer”; and our purchase or acquisition of shares of Series C Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock. Notwithstanding the foregoing limitations, when we do not pay dividends in full (or do not declare and set apart a sum sufficient to pay them in full) on the Series C Preferred Stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series C Preferred Stock, we will declare any dividends upon the Series C Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the Series C Preferred Stock pro rata, so that the amount of dividends declared per share of Series C Preferred Stock and such other class or series of capital stock will in all cases bear to each other the same ratio that accrued dividends per share on the Series C Preferred Stock and such other class or series of capital stock (which will not include any accrual in respect of unpaid dividends on such other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments on the Series C Preferred Stock which may be in arrears. Holders of shares of Series C Preferred Stock are not entitled to any dividend, whether payable in cash, property or shares of capital stock, in excess of full cumulative dividends on the Series C Preferred Stock as described above. Any dividend payment made on the Series C Preferred Stock will first be credited against the earliest accrued but unpaid dividends due with respect to those shares which remain payable. Accrued but unpaid dividends on the Series C Preferred Stock will accumulate as of the dividend payment date on which they first become payable. We do not intend to declare dividends on the Series C Preferred Stock, or pay or set apart for payment dividends on the Series C Preferred Stock, if the terms of any of our agreements, including any agreements relating to our indebtedness, prohibit such a declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach of or default under such an agreement. Likewise, no dividends will be authorized by our board of directors and declared by us or paid or set apart for payment if such authorization, declaration or payment is restricted or prohibited by law. Our unsecured revolving credit facility, unsecured term loan facilities and senior notes prohibit us from making distributions to our stockholders, or redeeming or otherwise repurchasing shares of our capital stock, including the Series C Preferred Stock, after the occurrence and during the continuance of an event of default, except in limited circumstances as necessary to enable us to maintain our qualification as a REIT. Consequently, after the occurrence and during the continuance of an event of default under our unsecured revolving credit facility, unsecured term loan facilities or senior notes, we may not be able to pay all or a portion of the dividends payable to the holders of the Series C Preferred Stock or redeem all or a portion of the Series C Preferred Stock. In addition, in the event of a default under our unsecured revolving credit facility, unsecured term loan facilities or senior notes, we would be unable to borrow under such facilities and any amounts we have borrowed thereunder could become immediately due and payable. The agreements governing our future debt instruments may also include restrictions on our ability to pay dividends to holders or make redemptions of the Series C Preferred Stock. Liquidation Preference Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, before any distribution or payment shall be made to holders of shares of our common stock or any other class or series of 17 capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to the Series C Preferred Stock, holders of shares of Series C Preferred Stock will be entitled to be paid out of our assets legally available for distribution to our stockholders, after payment of or provision for our debts and other liabilities and any class or series of our capital stock ranking senior to the Series C Preferred Stock, a liquidation preference of $25.00 per share of Series C Preferred Stock, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date of payment. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to rights upon liquidation, dissolution or winding up, on parity with the Series C Preferred Stock in the distribution of assets including our Series B Preferred Stock, then holders of shares of Series C Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series C Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of shares of Series C Preferred Stock will be entitled to written notice of any distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of our affairs not fewer than 30 days and not more than 60 days prior to the distribution payment date. After payment of the full amount of the liquidating distributions to which they are entitled, holders of shares of Series C Preferred Stock will have no right or claim to any of our remaining assets. Our consolidation or merger with or into or our conversion into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of our property or business, will not be deemed to constitute a liquidation, dissolution or winding up of our affairs. In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of our capital stock or otherwise, is permitted under Maryland law, amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series C Preferred Stock will not be added to our total liabilities. Optional Redemption Except with respect to the special optional redemption described below, to preserve our status as a REIT or in certain other limited circumstances relating to our maintenance of our ability to qualify as a REIT as described in “Restrictions on Ownership and Transfer,” we cannot redeem the Series C Preferred Stock prior to September 20, 2024. On and after September 20, 2024, we may, at our option, upon not fewer than 30 and not more than 60 days’ written notice, redeem the Series C Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon (whether or not authorized or declared) up to but excluding the date fixed for redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares), without interest, to the extent we have funds legally available for that purpose. We may also redeem shares of Series C Preferred Stock from time to time for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon (whether or not authorized or declared) up to but excluding the date fixed for redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares), without interest, if our board of directors has determined that such redemption is necessary to preserve our status as a REIT. If fewer than all of the outstanding shares of the Series C Preferred Stock are to be redeemed (in the case of a redemption of the Series C Preferred Stock other than to preserve our status as a REIT), we will select the shares of Series C Preferred Stock to be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as we determine. If such redemption is to be by lot and, as a result of such redemption, any holder of shares of Series C Preferred Stock, other than a holder of Series C Preferred Stock that has received an exemption from the ownership limit, would have actual, beneficial or constructive ownership of more than 9.8% of the issued and outstanding shares of Series C Preferred Stock by value or number of shares, whichever is more restrictive, or violate any of the other restrictions on ownership and transfer of our stock set forth in our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock, because such holder’s shares of Series 18 C Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the charter, we will redeem the requisite number of shares of Series C Preferred Stock of such holder such that no holder will own in excess of the 9.8% Series C Preferred Stock ownership limit or other restrictions on ownership and transfer of our stock subsequent to such redemption. See “Restrictions on Ownership and Transfer.” In order for their shares of Series C Preferred Stock to be redeemed, holders must surrender their shares at the place, or in accordance with the book-entry procedures, designated in the notice of redemption. Holders will then be entitled to the redemption price and any accrued and unpaid dividends payable upon redemption following surrender of the shares. If a notice of redemption has been given (in the case of a redemption of the Series C Preferred Stock other than to preserve our status as a REIT), the funds necessary for the redemption have been set aside by us for the benefit of the holders of any shares of Series C Preferred Stock called for redemption and irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then, from and after the redemption date, dividends will cease to accrue on such shares of Series C Preferred Stock and such shares of Series C Preferred Stock will no longer be deemed outstanding. At such time, all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon redemption, without interest. So long as no dividends payable on the Series C Preferred Stock and any class or series of parity preferred stock are in arrears for any past dividend periods and subject to the provisions of applicable law and the sufficiency of legally available funds, we may from time to time repurchase all or any part of the Series C Preferred Stock, including the repurchase of shares of Series C Preferred Stock in open-market transactions and individual purchases at such prices as we negotiate, in each case as duly authorized by our board of directors. Regardless of whether dividends are paid in full on the Series C Preferred Stock or any class or series of parity preferred stock, we may purchase or acquire shares of Series C Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock. Unless full cumulative dividends on all shares of Series C Preferred Stock have been or contemporaneously are authorized, declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, no shares of Series C Preferred Stock will be redeemed (including pursuant to our optional redemption right or special optional redemption right described below) unless all outstanding shares of Series C Preferred Stock are simultaneously redeemed and we will not purchase or otherwise acquire directly or indirectly any shares of Series C Preferred Stock or any class or series of our capital stock ranking, as to dividends or upon liquidation, dissolution or winding up, on parity with or junior to the Series C Preferred Stock (except by conversion into or exchange for our capital stock ranking junior to the Series C Preferred Stock as to dividends and upon liquidation); provided, however, that whether or not the requirements set forth above have been met, we may purchase or acquire shares of Series C Preferred Stock, preferred stock ranking on parity with the Series C Preferred Stock as to payment of dividends and upon liquidation, dissolution or winding up or capital stock or equity securities ranking junior to the Series C Preferred Stock pursuant to the provisions of our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock or comparable provisions with respect to a class or series of parity preferred stock, relating to restrictions on ownership and transfer of our stock in connection with the requirements for our qualification as a REIT for federal income tax purposes, and we may purchase or acquire shares of Series C Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock. See “Restrictions on Ownership and Transfer” below. Notice of redemption will be mailed by the Company, postage prepaid, not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series C Preferred Stock to be redeemed at their respective addresses as they appear on our stock transfer records as maintained by the transfer agent named in “Description of Preferred Stock-Series C Preferred Stock-Transfer Agent and Registrar.” No failure to give such notice or any defect therein or in the mailing thereof will affect the validity of the proceedings for the redemption of any shares of Series C Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series C Preferred Stock may be listed or admitted to trading, each notice will state: • • • the redemption date; the redemption price; the number of shares of Series C Preferred Stock to be redeemed; 19 • • • • the place or places where the certificates, if any, representing shares of Series C Preferred Stock are to be surrendered for payment of the redemption price; procedures for surrendering noncertificated shares of Series C Preferred Stock for payment of the redemption price; that dividends on the shares of Series C Preferred Stock to be redeemed will cease to accrue on such redemption date; and that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series C Preferred Stock. If fewer than all of the shares of Series C Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder will also specify the number of shares of Series C Preferred Stock held by such holder to be redeemed. We are not required to provide such notice in the event we redeem Series C Preferred Stock in order to maintain our status as a REIT. If a redemption date falls after a dividend record date and on or prior to the corresponding dividend payment date, each holder of shares of the Series C Preferred Stock at the close of business of such dividend record date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares on or prior to such dividend payment date and each holder of shares of Series C Preferred Stock that surrenders such shares on such redemption date will be entitled to the dividends accruing after the end of the applicable dividend period, up to but excluding the redemption date. Except as described above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series C Preferred Stock for which a notice of redemption has been given. If we have given a notice of redemption and have set aside sufficient funds for the redemption for the benefit of the holders of the Series C Preferred Stock called for redemption and given irrevocable instructions to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, those shares of Series C Preferred Stock will no longer be outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series C Preferred Stock will terminate. The holders of those shares of Series C Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends through, but not including, the redemption date, without interest. All shares of Series C Preferred Stock that we redeem or repurchase will be restored to the status of authorized but unissued shares of preferred stock, without designation as to series or class. Our unsecured revolving credit facility, unsecured term loan facilities and senior notes prohibit us from redeeming or otherwise repurchasing any shares of our capital stock, including the Series C Preferred Stock, after the occurrence and during the continuance of an event of default, except in limited circumstances. Special Optional Redemption Upon the occurrence of a Change of Control (as defined below), we may, at our option, redeem the Series C Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares). If, prior to the Change of Control Conversion Date, we have provided or provide notice of redemption with respect to the Series C Preferred Stock (whether pursuant to our optional redemption right or our special optional redemption right), the holders of Series C Preferred Stock will not have the conversion right described below under “Description of Preferred Stock-Series C Preferred Stock- Conversion Rights.” 20 We will mail to you, if you are a record holder of the Series C Preferred Stock, a notice of redemption no fewer than 30 days nor more than 60 days before the redemption date. We will send the notice to your address shown on our stock transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series C Preferred Stock except as to the holder to whom notice was defective. Each notice will state the following: • • • • • • • • • the redemption date; the redemption price; the number of shares of Series C Preferred Stock to be redeemed; the place or places where the certificates, if any, representing shares of Series C Preferred Stock are to be surrendered for payment of the redemption price; procedures for surrendering noncertificated shares of Series C Preferred Stock for payment of the redemption price; that dividends on the shares of Series C Preferred Stock to be redeemed will cease to accrue on such redemption date; that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series C Preferred Stock; that the Series C Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and that the holders of the Series C Preferred Stock to which the notice relates will not be able to tender such Series C Preferred Stock for conversion in connection with the Change of Control and each share of Series C Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. If we redeem fewer than all of the outstanding shares of Series C Preferred Stock, the notice of redemption mailed to each stockholder will also specify the number of shares of Series C Preferred Stock that we will redeem from each stockholder. In this case, we will determine the number of shares of Series C Preferred Stock to be redeemed as described above in “Description of Preferred Stock-Series C Preferred Stock-Optional Redemption.” If we have given a notice of redemption and have set aside sufficient funds for the redemption for the benefit of the holders of the Series C Preferred Stock called for redemption and given irrevocable instructions to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, those shares of Series C Preferred Stock will no longer be outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series C Preferred Stock will terminate. The holders of those shares of Series C Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends through, but not including, the redemption date, without interest. The holders of Series C Preferred Stock at the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series C Preferred Stock on the corresponding payment date notwithstanding the redemption of the Series C Preferred Stock between such record date and the corresponding payment date or our default in the payment of the dividend due. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series C Preferred Stock to be redeemed. A “Change of Control” is when each of the following have occurred and are continuing: 21 • • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of our company entitling that person to exercise more than 50% of the total voting power of all stock of our company entitled to vote generally in the election of our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity (or if, in connection with such transaction shares of our common stock are converted into or exchanged for (in whole or in part) common equity securities of another entity, such other entity) has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE AMER or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE AMER or NASDAQ. Conversion Rights Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock will have the right, unless, on or prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem the Series C Preferred Stock as described under “Description of Preferred Stock- Series C Preferred Stock-Redemption” or “Description of Preferred Stock-Series C Preferred Stock-Special Optional Redemption,” to convert some or all of the Series C Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of our common stock per share of Series C Preferred Stock (the “Common Stock Conversion Consideration”), which is equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (such quotient, the “Conversion Rate”); and • 1.1390 (i.e., the “Share Cap”). The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of our common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to our common stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of our common stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of our common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of our common stock outstanding immediately prior to such Share Split. In the case of a Change of Control pursuant to which shares of our common stock will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of Series C Preferred Stock will receive upon conversion of such Series C Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of our common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration,” and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, is referred to as the “Conversion Consideration”). If the holders of our common stock have the opportunity to elect the form of consideration to be received in the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration 22 actually received by holders of a majority of the shares of our common stock that were voted in such an election (if electing between two types of consideration) or holders of a plurality of the shares of our common stock that were voted in such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of our common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control. We will not issue fractional shares of common stock upon the conversion of the Series C Preferred Stock. Instead, we will pay the cash value of such fractional shares based on the Common Stock Price. If more than one share of Series C Preferred Stock is surrendered for conversion at one time by or for the same holder, the number of full shares of our common stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series C Preferred Stock so surrendered. Within 15 days following the occurrence of a Change of Control, we will provide to holders of Series C Preferred Stock a notice of occurrence of the Change of Control that describes the resulting Change of Control Conversion Right. This notice will state the following: • • • • • • • • • the events constituting the Change of Control; the date of the Change of Control; the last date on which the holders of Series C Preferred Stock may exercise their Change of Control Conversion Right; the method and period for calculating the Common Stock Price; the Change of Control Conversion Date; that if, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem all or any portion of the Series C Preferred Stock, holders will not be able to convert shares of Series C Preferred Stock designated for redemption and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right; if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series C Preferred Stock; the name and address of the paying agent and the conversion agent; and the procedures that the holders of Series C Preferred Stock must follow to exercise the Change of Control Conversion Right. A failure to give such notice or any defect in the notice or in its mailing will not affect the validity of the conversion of any Series C Preferred Stock except as to the holder to whom notice was defective. We will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on our website, in any event prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of Series C Preferred Stock. To exercise the Change of Control Conversion Right, the holders of Series C Preferred Stock will be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing Series C Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to our transfer agent. The conversion notice must state: 23 • • • the relevant Change of Control Conversion Date; the number of shares of Series C Preferred Stock to be converted; and that the Series C Preferred Stock is to be converted pursuant to the applicable provisions of the Series C Preferred Stock. The “Change of Control Conversion Date” is the date the Series C Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which we provide the notice described above to the holders of Series C Preferred Stock. The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control by the holders of our common stock is solely cash, the amount of cash consideration per share of our common stock or (ii) if the consideration to be received in the Change of Control by holders of our common stock is other than solely cash (x) the average of the closing sale prices per share of our common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which our common stock is then traded, or (y) the average of the last quoted bid prices for our common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if our common stock is not then listed for trading on a U.S. securities exchange. Holders of Series C Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to our transfer agent prior to the close of business on the business day prior to the Change of Control Conversion Date. The notice of withdrawal must state: • • • the number of withdrawn shares of Series C Preferred Stock; if certificated shares of Series C Preferred Stock have been issued, the certificate numbers of the withdrawn shares of Series C Preferred Stock; and the number of shares of Series C Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the Series C Preferred Stock is held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of The Depository Trust Company (“DTC”). The shares of Series C Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, on or prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem such Series C Preferred Stock, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem Series C Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Series C Preferred Stock will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares), in accordance with our optional redemption right or special optional redemption right. See “Description of Preferred Stock-Series C Preferred Stock-Optional Redemption” and “Description of Preferred Stock-Series C Preferred Stock-Special Optional Redemption” above. 24 We will deliver the amounts owing upon conversion no later than the third business day following the Change of Control Conversion Date. In connection with the exercise of any Change of Control Conversion Right, we will comply with all federal and state securities laws and stock exchange rules in connection with any conversion of Series C Preferred Stock into shares of our common stock. Notwithstanding any other provision of the Series C Preferred Stock, no holder of Series C Preferred Stock will be entitled to convert such Series C Preferred Stock into shares of our common stock to the extent that receipt of such common stock would cause such holder (or any other person) to exceed the restrictions on ownership and transfer of our stock contained in our charter, including the articles supplementary setting forth the terms of the Series C Preferred Stock, unless we provide an exemption from this limitation for such holder. See “Restrictions on Ownership and Transfer” below. The Change of Control conversion feature may make it more difficult for a party to take over our company or discourage a party from taking over our company. Except as provided above in connection with a Change of Control, the Series C Preferred Stock is not convertible into or exchangeable for any other securities or property. No Maturity, Sinking Fund or Mandatory Redemption The Series C Preferred Stock has no maturity date and we are not required to redeem the Series C Preferred Stock at any time. Accordingly, the Series C Preferred Stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our redemption right or, under circumstances where the holders of the Series C Preferred Stock have a conversion right, such holders convert the Series C Preferred Stock into our common stock. The Series C Preferred Stock is not subject to any sinking fund. Limited Voting Rights Holders of shares of the Series C Preferred Stock generally do not have any voting rights, except as set forth below. If dividends on the Series C Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive (which we refer to as a preferred dividend default), holders of shares of the Series C Preferred Stock and holders of all other classes or series of parity preferred stock with which the holders of Series C Preferred Stock are entitled to vote together as a single class, including our Series B Preferred Stock, and are exercisable, voting together as a single class, will be entitled to vote for the election of a total of two additional directors to serve on our board of directors (which we refer to as preferred stock directors), until all unpaid dividends for past dividend periods with respect to the Series C Preferred Stock have been paid. At such time as holders of our Series C Preferred Stock become entitled to vote in the election of preferred stock directors, the number of directors serving on our board of directors will be increased automatically by two (unless the number of directors has previously been so increased pursuant to the terms of any class or series of any parity preferred stock). The preferred stock directors will be elected by a plurality of the votes cast in the election of preferred stock directors and each preferred stock director will serve until our next annual meeting of stockholders and until his successor is duly elected and qualifies. The election of preferred stock directors will take place at: • either a special meeting of our stockholders called for the purpose of electing preferred stock directors upon the written request of holders of at least 10% of the outstanding shares of Series C Preferred Stock and any other class or series of parity preferred stock entitled to vote together as a single class with the holders of Series C Preferred Stock in the election of preferred stock directors, if this request is received more than 90 days before the date fixed for our next annual or special meeting of stockholders or, if we receive the request for a special meeting within 90 days before the date fixed for our next annual or special meeting of stockholders, at such annual or special meeting of stockholders; and 25 • each subsequent annual meeting (or special meeting at which preferred stock directors are to be elected) until all dividends accumulated on the Series C Preferred Stock have been paid in full for all past dividend periods. If and when all accumulated dividends on the Series C Preferred Stock for all past dividend periods shall have been paid in full, holders of shares of Series C Preferred Stock shall be divested of the voting rights set forth above (subject to re-vesting in the event of each and every preferred dividend default) and, unless outstanding shares of parity preferred stock remain entitled to vote in the election of preferred stock directors, the term of office of such preferred stock directors so elected will terminate and the number of directors will be reduced accordingly. Any preferred stock director elected by holders of shares of Series C Preferred Stock and any class or series of parity preferred stock may be removed at any time with or without cause by the vote of, and may not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of Series C Preferred Stock and any class or series of parity preferred stock then entitled to vote together as a single class in the election of preferred stock directors (voting together as a single class). So long as a preferred dividend default continues, any vacancy in the office of a preferred stock director may be filled by written consent of the preferred stock director remaining in office, or if none remains in office, by a plurality of the votes cast in the election of preferred stock directors. The preferred stock directors shall each be entitled to one vote on any matter before our board of directors. In addition, so long as any shares of Series C Preferred Stock remain outstanding, we will not, without the consent or the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series C Preferred Stock and each other class or series of parity preferred stock with which the holders of Series C Preferred Stock are entitled to vote together as a single class on such matter, including our Series B Preferred Stock (voting together as a single class): • • authorize, create or issue, or increase the number of authorized or issued number of shares of, any class or series of stock ranking senior to the Series C Preferred Stock with respect to payment of dividends or the distribution of assets upon our liquidation, dissolution or winding up, or reclassify any of our authorized capital stock into any such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or amend, alter or repeal the provisions of our charter, including the terms of the Series C Preferred Stock, whether by merger, consolidation, transfer or conveyance of all or substantially all of our assets or otherwise, so as to materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock, except that, with respect to the occurrence of any of the events described in the second bullet point immediately above, so long as the Series C Preferred Stock remains outstanding with the terms of the Series C Preferred Stock materially unchanged, taking into account that, upon the occurrence of an event described in the second bullet point above, we may not be the surviving entity and the surviving entity may not be a corporation, the occurrence of such event will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock, and in such case such holders shall not have any voting rights with respect to the events described in the second bullet point immediately above. Furthermore, if holders of shares of the Series C Preferred Stock receive the greater of the full trading price of the Series C Preferred Stock on the date of an event described in the second bullet point immediately above or the $25.00 per share liquidation preference plus all accrued and unpaid dividends thereon pursuant to the occurrence of any of the events described in the second bullet point immediately above, then such holders shall not have any voting rights with respect to the events described in the second bullet point immediately above. If any event described in the second bullet point above would materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock disproportionately relative to any other class or series of parity preferred stock, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series C Preferred Stock, voting as a separate class, will also be required. Holders of shares of Series C Preferred Stock will not be entitled to vote with respect to any increase in the total number of authorized shares of our common stock or preferred stock, any increase in the number of authorized shares of Series C Preferred Stock or the creation or issuance of any other class or series of capital stock, or any 26 increase in the number of authorized shares of any other class or series of capital stock, in each case ranking on parity with or junior to the Series C Preferred Stock with respect to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up. Holders of shares of Series C Preferred Stock will not have any voting rights with respect to, and the consent of the holders of shares of Series C Preferred Stock is not required for, the taking of any corporate action, including any merger or consolidation involving us or a sale of all or substantially all of our assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of the Series C Preferred Stock, except as set forth above. In addition, the voting provisions above will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, we have redeemed or called for redemption upon proper procedures all outstanding shares of Series C Preferred Stock. In any matter in which Series C Preferred Stock may vote together as a single class with holders of all other classes or series of parity preferred stock (as expressly provided in the articles supplementary setting forth the terms of the Series C Preferred Stock), each share of Series C Preferred Stock shall be entitled to one vote per $25.00 of liquidation preference. As a result, each share of Series C Preferred Stock will be entitled to one vote. Transfer Agent and Registrar The transfer agent and registrar for the Series C Preferred Stock is Equiniti Trust Company, LLC. Listing Our outstanding shares of Series C Preferred Stock are listed on the New York Stock Exchange under the symbol “REXR-PC.” Book-Entry Procedures The Series C Preferred Stock have only been issued in the form of global securities held in book-entry form. DTC or its nominee is the sole registered holder of the Series C Preferred Stock. Owners of beneficial interests in the Series C Preferred Stock represented by the global securities hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities are shown on, and transfers are effected only through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances. Owners of beneficial interests must exercise any rights in respect of other interests, including any right to convert or require repurchase of their interests in the Series C Preferred Stock, in accordance with the procedures and practices of DTC. Beneficial owners are not holders and are not entitled to any rights provided to the holders of the Series C Preferred Stock under the global securities or the articles supplementary. We and any of our agents may treat DTC as the sole holder and registered owner of the global securities. DTC has advised us as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC facilitates the settlement of transactions amongst participants through electronic computerized book-entry changes in participants’ accounts, eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, including the underwriters, banks, trust companies, clearing corporations and other organizations, some of whom and/or their representatives own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The Series C Preferred Stock, represented by one or more global securities, is exchangeable for certificated securities with the same terms only if: 27 • DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days; or • we decide to discontinue use of the system of book-entry transfer through DTC (or any successor depositary). Power to Issue Additional Shares of Common Stock and Preferred Stock and to Increase or Decrease Authorized Common Stock and Preferred Stock We believe that the power of our board of directors to amend our charter to increase or decrease the aggregate number of authorized shares of common stock or preferred stock, to authorize us to issue additional authorized but unissued shares of our common stock or preferred stock in one or more classes or series and to classify or reclassify unissued shares of our common stock or preferred stock and thereafter to authorize us to issue such classified or reclassified shares provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the additional authorized shares of common stock or preferred stock, are available for issuance without further action by our stockholders, unless such action is required by applicable law, the terms of any class or series of preferred stock we may issue in the future or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Restrictions on Ownership and Transfer In order for us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of our stock (after taking into account options to acquire shares of stock) may be owned, directly, indirectly or through application of certain attribution rules by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of a taxable year (other than the first year for which an election to be a REIT has been made). Our charter contains restrictions on the ownership and transfer of our stock that are intended to assist us in complying with these requirements and continuing to qualify as a REIT. The relevant sections of our charter provide that, subject to the exceptions described below, no person or entity may actually or beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of our common stock, our Series B Preferred Stock or our Series C Preferred Stock, excluding any shares of such class of common stock that are not treated as outstanding for federal income tax purposes, or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock, excluding any shares of our stock that are not treated as outstanding for federal income tax purposes. We refer to each of these restrictions as an “ownership limit” and collectively as the “ownership limits.” A person or entity that would have acquired actual, beneficial or constructive ownership of our stock but for the application of the ownership limits or any of the other restrictions on ownership and transfer of our stock discussed below is referred to as a “prohibited owner.” The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% of our common stock (or the acquisition of an interest in an entity that owns, actually or constructively, our common stock) by an individual or entity, could, nevertheless cause that individual or entity, or another individual or entity, to own constructively in excess of 9.8% of our outstanding common stock and thereby violate the applicable ownership limit. Our board of directors, in its sole and absolute discretion, may exempt (prospectively or retroactively) a person from either or both of the ownership limits if doing so would not result in us being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT and our board of directors determines that: 28 • • such exemption will not cause any individual to actually or beneficially own more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock; and subject to certain exceptions, the person does not and will not own, actually or constructively, an interest in a tenant of ours (or a tenant of any entity owned in whole or in part by us) that would cause us to own, actually or constructively, more than a 9.9% interest (as set forth in Section 856(d)(2) (B) of the Code) in such tenant. As a condition of the exception, our board of directors may require an opinion of counsel or Internal Revenue Service, or IRS, ruling, in either case in form and substance satisfactory to our board of directors, in its sole and absolute discretion, in order to determine or ensure our status as a REIT and representations and undertakings from the person seeking the exemption or excepted holder limit in order to make the determinations above. Our board of directors may impose such conditions or restrictions as it deems appropriate in connection with such an exception. Our board of directors may, in its sole and absolute discretion, increase or decrease one or both of the ownership limits for one or more persons, except that a decreased ownership limit will not be effective for any person whose actual, beneficial or constructive ownership of our stock exceeds the decreased ownership limit at the time of the decrease until the person’s actual, beneficial or constructive ownership of our stock equals or falls below the decreased ownership limit, although any further acquisition of shares of our stock or beneficial or constructive ownership of our stock will violate the decreased ownership limit. Our board of directors may not increase or decrease any ownership limit if, among other limitations, the new ownership limit would allow five or fewer persons to actually or beneficially own more than 49% in value of our outstanding stock, could cause us to be “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or could otherwise cause us to fail to qualify as a REIT. Our charter further prohibits: • • any person from actually, beneficially or constructively owning shares of our stock that could result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT (including, but not limited to, actual, beneficial or constructive ownership of shares of our stock that could result in us owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income we derive from such tenant, taking into account our other income that would not qualify under the gross income requirements of Section 856(c) of the Code, would cause us to fail to satisfy any such gross income requirements imposed on REITs); and any person from transferring shares of our stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution). Any person who acquires or attempts or intends to acquire actual, beneficial or constructive ownership of shares of our stock that will or may violate the ownership limits or any of the other restrictions on ownership and transfer of our stock described above must immediately give written notice to us or, in the case of a proposed or attempted transaction, provide us at least 15 days prior written notice, and provide us with such other information as we may request in order to determine the effect of such transfer on our status as a REIT. The ownership limits and other restrictions on ownership and transfer of our stock described above will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT or that compliance is no longer required in order for us to qualify as a REIT. Pursuant to our charter, if any purported transfer of our stock or any other event would otherwise result in any person violating the ownership limits or such other limit established by our board of directors, or could result in our being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT, then that number of 29 shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to, and held by, a trust for the exclusive benefit of one or more charitable organizations selected by us. The prohibited owner will have no rights in shares of our stock held by the trustee. The automatic transfer will be effective as of the close of business on the business day prior to the date of the violative transfer or other event that results in the transfer to the trust. Any dividend or other distribution paid to the prohibited owner, prior to our discovery that the shares had been automatically transferred to a trust as described above, must be repaid to the trustee upon demand. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction on ownership and transfer of our stock, then that transfer of the number of shares that otherwise would cause any person to violate the above restrictions will be void. If any transfer of our stock would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution), then any such purported transfer will be void and of no force or effect and the intended transferee will acquire no rights in the shares. Shares of our stock transferred to the trustee are deemed offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer of the shares to the trust (or, in the event of a gift, devise or other such transaction, the last reported sale price on the day of the transfer or other event that resulted in the transfer of such shares to the trust) and (ii) the last reported sale price on the date we accept, or our designee accepts, such offer. We must reduce the amount payable to the prohibited owner by the amount of dividends and distributions paid to the prohibited owner and owed by the prohibited owner to the trustee and pay the amount of such reduction to the trustee for the benefit of the charitable beneficiary. We have the right to accept such offer until the trustee has sold the shares of our stock held in the trust. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the prohibited owner and any dividends or other distributions held by the trustee with respect to such shares must be paid to the charitable beneficiary. If we do not buy the shares, the trustee must, within 20 days of receiving notice from us of the transfer of shares to the trust, sell the shares to a person or persons designated by the trustee who could own the shares without violating the ownership limits or other restrictions on ownership and transfer of our stock. Upon such sale, the trustee must distribute to the prohibited owner an amount equal to the lesser of (i) the price paid by the prohibited owner for the shares (or, if the prohibited owner did not give value in connection with the transfer or other event that resulted in the transfer to the trust (e.g., a gift, devise or other such transaction), the last reported sale price on the day of the transfer or other event that resulted in the transfer of such shares to the trust) and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee must reduce the amount payable to the prohibited owner by the amount of dividends and other distributions paid to the prohibited owner and owed by the prohibited owner to the trustee. Any net sales proceeds in excess of the amount payable to the prohibited owner will be immediately paid to the charitable beneficiary, together with any dividends or other distributions thereon. In addition, if prior to our discovery that shares of our stock have been transferred to the trustee, such shares of stock are sold by a prohibited owner, then such shares shall be deemed to have been sold on behalf of the trust and, to the extent that the prohibited owner received an amount for or in respect of such shares that exceeds the amount that such prohibited owner was entitled to receive, such excess amount must be paid to the trustee upon demand. The trustee will be designated by us and will be unaffiliated with us and with any prohibited owner. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the charitable beneficiary, all dividends and other distributions paid by us with respect to such shares, and may exercise all voting rights with respect to such shares for the exclusive benefit of the charitable beneficiary. Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee may, at the trustee’s sole discretion: • • rescind as void any vote cast by a prohibited owner prior to our discovery that the shares have been transferred to the trust; and recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust. 30 However, if we have already taken irreversible corporate action, then the trustee may not rescind and recast the vote. If our board of directors or a committee thereof determines that a proposed transfer or other event has taken place that violates the restrictions on ownership and transfer of our stock set forth in our charter, our board of directors or such committee may take such action as it deems advisable in its sole and absolute discretion to refuse to give effect to or to prevent such transfer, including, but not limited to, causing us to redeem shares of stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer. Every owner of 5% or more (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding shares of our stock, within 30 days after the end of each taxable year, must give written notice to us stating the name and address of such owner, the number of shares of each class and series of our stock that the owner beneficially owns and a description of the manner in which the shares are held. Each such owner also must provide us with any additional information that we request in order to determine the effect, if any, of the person’s actual or beneficial ownership on our status as a REIT and to ensure compliance with the ownership limits. In addition, any person that is an actual owner, beneficial owner or constructive owner of shares of our stock and any person (including the stockholder of record) who is holding shares of our stock for an actual owner, beneficial owner or constructive owner must, on request, disclose to us such information as we may request in good faith in order to determine our status as a REIT and comply with requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the ownership limits. Any certificates representing shares of our stock will bear a legend referring to the restrictions on ownership and transfer of our stock described above. These restrictions on ownership and transfer of our stock could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for our common stock that our stockholders believe to be in their best interest. Certain Provisions of Maryland Law and of Our Charter and Bylaws Our Board of Directors Our charter and bylaws provide that the number of directors of our company may be established, increased or decreased only by a majority of our entire board of directors but may not be fewer than the minimum number required by the MGCL nor, unless our bylaws are amended, more than 15. We have elected by a provision of our charter to be subject to a provision of Maryland law requiring that, except as may be provided by our board of directors in setting the terms of any class or series of stock, any vacancy on our board of directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director so elected will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies. Each of our directors is elected by our stockholders to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Holders of shares of our common stock will have no right to cumulative voting in the election of directors. Directors are elected by the affirmative vote of a majority of all the votes cast at any meeting of stockholders duly called and at which a quorum is present and directors are to be elected; provided, however, that directors shall be elected by a plurality of the votes cast in the election of directors in a contested election. A nominee for director in an uncontested election not elected by the vote required in the bylaws and who is an incumbent director shall promptly tender his or her resignation to the board of directors for consideration. Removal of Directors Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause (as defined in our charter) and 31 then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. This provision, when coupled with the exclusive power of our board of directors to fill vacant directorships, may preclude stockholders from removing incumbent directors except for cause and by a substantial affirmative vote and filling the vacancies created by such removal with their own nominees. Business Combinations Under the MGCL, certain “business combinations” (including a merger, consolidation, statutory share exchange or, in certain circumstances specified under the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and any interested stockholder, or an affiliate of such an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Maryland law defines an interested stockholder as: • • any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. In approving a transaction, however, a board of directors may provide that its approval is subject to compliance, at or after the time of the approval, with any terms and conditions determined by it. After such five-year period, any such business combination must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least: • • 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These supermajority approval requirements do not apply if, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a corporation’s board of directors prior to the time that the interested stockholder becomes an interested stockholder. Our board of directors has, by resolution, elected to opt out of the business combination provisions of the MGCL. We cannot provide you any assurance, however, that our board of directors will not opt to be subject to such business combination provision at any time in the future. Notwithstanding the foregoing, an alteration or repeal of this resolution will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal. Control Share Acquisitions The MGCL provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights with respect to their control shares except to the extent approved by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors, generally, excluding shares of stock in a corporation in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power in the election of directors: (1) the person who made or proposes to make a control share acquisition, (2) an officer of the corporation or (3) an employee of the corporation who is also a director of the corporation. “Control shares” are voting shares of stock that, if aggregated with all other such shares of stock 32 previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would cause the acquirer to be entitled to exercise voting power in electing directors within one of the following ranges of voting power: • • • one-tenth or more but less than one-third; one-third or more but less than a majority; or a majority or more of all voting power. Control shares do not include shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the control shares. If no request for a special meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights of control shares are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition. The control share acquisition statute does not apply to: (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (2) acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. We cannot provide you any assurance, however, that our board of directors will not amend or eliminate this provision at any time in the future. Subtitle 8 Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions: • • • • • a classified board; a two-thirds vote requirement for removing a director; a requirement that the number of directors be fixed only by the board of directors; a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; or a majority requirement for the calling of a special meeting of stockholders. 33 We have elected by a provision in our charter to be subject to the provisions of Subtitle 8 relating to the filling of vacancies on our board of directors. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (1) require a two-thirds vote for the removal of any director from the board, which removal will be allowed only for cause, (2) vest in the board the exclusive power to fix the number of directorships, subject to limitations set forth in our charter and bylaws, and (3) require, unless called by the chair of our board of directors, either of our presidents, either of our chief executive officers or our board of directors, the request of stockholders entitled to cast not less than a majority of all votes entitled to be cast on a matter at such meeting to call a special meeting to consider and vote on any matter that may properly be considered at a meeting of stockholders. We have not elected to create a classified board. In the future, our board of directors may elect, without stockholder approval, to create a classified board or elect to be subject to one or more of the other provisions of Subtitle 8. Amendments to Our Charter and Bylaws Other than amendments to certain provisions of our charter described below and amendments permitted to be made without stockholder approval under Maryland law or by a specific provision in the charter, our charter may be amended only if such amendment is declared advisable by our board of directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. The provisions of our charter relating to the removal of directors or the vote required to amend such provisions may be amended only if such amendment is declared advisable by our board of directors and approved by the affirmative vote of stockholders entitled to cast not less than two-thirds of all of the votes entitled to be cast on the matter. Our board of directors has the power to adopt, alter or repeal any provision of our bylaws or to make new bylaws. Our bylaws permit our common stockholders to amend the bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock pursuant to a proposal submitted by a stockholder that satisfies the ownership and other eligibility requirements of Rule 14a-8 under the Exchange Act for the periods and as of the dates specified therein. A stockholder proposal submitted under our bylaws may not (i) alter, amend or repeal provisions relating to indemnification of directors and officers of the Company, (ii) alter, amend, or repeal the amendment section of our bylaws or (iii) adopt, alter, amend or repeal any provision of the bylaws in a manner that would be inconsistent with (i) or (ii), in each case, without the approval of our board of directors. Exclusive Forum Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in Section 1-101(q) of the MGCL, (b) any derivative action or proceeding brought on our behalf, (c) any action asserting a claim of breach of any duty owed by us or by any director or officer or other employee to us or to our stockholders, other than actions arising under federal securities laws, (d) any action asserting a claim against us or any director or officer or other employee arising pursuant to any provision of the MGCL or our charter or bylaws or (e) any action asserting a claim against us or any director or officer or other employee that is governed by the internal affairs doctrine shall be the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division. Our bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Meetings of Stockholders Under our bylaws, annual meetings of stockholders must be held each year at a date, time and place determined by our board of directors. Special meetings of stockholders may be called by the chair of our board of directors, either of our chief executive officers, either of our presidents and our board of directors. Subject to the provisions of our bylaws, a special meeting of stockholders to act on any matter that may properly be considered at a meeting of stockholders must be called by our secretary upon the written request of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter at such meeting who have requested the special meeting in accordance with the procedures specified in our bylaws and provided the information and certifications required 34 by our bylaws. Only matters set forth in the notice of a special meeting of stockholders may be considered and acted upon at such a meeting. Advance Notice of Director Nominations and New Business Our bylaws provide that: • with respect to an annual meeting of stockholders, nominations of individuals for election to the board of directors and the proposal of business to be considered by stockholders at the annual meeting may be made only: • • • pursuant to our notice of the meeting; by or at the direction of our board of directors; or by a stockholder present in person or by proxy at the annual meeting who was a stockholder of record at the record date set by our board of directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of the notice required by our bylaws and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on such other business and who has provided the information and certifications required by the advance notice procedures set forth in our bylaws. • with respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting of stockholders, and nominations of individuals for election to our board of directors may be made only: • • by or at the direction of our board of directors; or provided that the meeting has been called for the purpose of electing directors, by a stockholder present in person or by proxy at the special meeting who is a stockholder of record at the record date set by our board of directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of the notice required by our bylaws (and any postponement or adjournment thereof) and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has provided the information and certifications required by the advance notice procedures set forth in our bylaws. The purpose of requiring stockholders to give advance notice of nominations and other proposals is to afford our board of directors the opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposals and, to the extent considered necessary by our board of directors, to inform stockholders and make recommendations regarding the nominations or other proposals. The advance notice procedures also permit a more orderly procedure for conducting our stockholder meetings. Limitation of Liability and Indemnification of Directors and Officers Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law. The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of such person’s service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in 35 connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that: • the act or omission of the director or officer was material to the matter giving rise to the proceeding and: • was committed in bad faith; or • was the result of active and deliberate dishonesty; • • the director or officer actually received an improper personal benefit in money, property or services; or in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or on behalf of the corporation or if the director or officer was adjudged liable on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a director or officer, without requiring a preliminary determination of the director’s or officer’s ultimate entitlement to indemnification, upon the corporation’s receipt of: • • a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct. Our charter authorizes us to obligate our company and our bylaws obligate us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding, without requiring a preliminary determination of the director’s or officer’s ultimate entitlement to indemnification, to: • • any present or former director or officer who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity; or any individual who, while serving as our director or officer and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to or witness in the proceeding by reason of his or her service in that capacity. Our charter and bylaws also permit us, with the approval of our board of directors, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of our company or a predecessor of our company. The partnership agreement also provides that we, as general partner, and our directors, officers, employees, agents and designees are indemnified to the extent provided therein. Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 36 REIT Qualification Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to continue to be qualified as a REIT. Our charter also provides that our board of directors may determine that compliance with one or more of the restrictions on ownership and transfer of our stock is no longer required in order for us to qualify as a REIT. 37 SUBSIDIARIES OF REXFORD INDUSTRIAL REALTY, INC. Name Rexford Industrial Realty, L.P. REXFORD INDUSTRIAL REALTY AND MANAGEMENT, INC. Jurisdiction of Formation/Incorporation Maryland California Exhibit 21.1 Exhibit 22.1 As of December 31, 2023, the following subsidiary was the issuer of the 5.000% Senior Notes due 2028, the 2.125% Senior Notes due 2030 and the 2.150% Senior Notes due 2031, all of which are guaranteed by Rexford Industrial Realty, Inc. List of Issuers of Guaranteed Securities Name of Subsidiary Rexford Industrial Realty, L.P. Jurisdiction of Organization Maryland CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-190074) pertaining to the Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan, (2) Registration Statement (Form S-3 No. 333-197849) of Rexford Industrial Realty, Inc., (3) Registration Statement (Form S-8 No. 333-258204) pertaining to the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan, and (4) Registration Statement (Form S-3 No. 333-275138) of Rexford Industrial Realty, Inc.; of our reports dated February 9, 2024 with respect to the consolidated financial statements and schedules of Rexford Industrial Realty, Inc. and the effectiveness of internal control over financial reporting of Rexford Industrial Realty, Inc. included in this Annual Report (Form 10-K) of Rexford Industrial Realty, Inc. for the year ended December 31, 2023. /s/ Ernst & Young LLP Los Angeles, California February 9, 2024 Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael S. Frankel, certify that: 1. 2. 3. 4. I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: (a) (b) (c) (d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) (b) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. February 9, 2024 By: /s/ Michael S. Frankel Michael S. Frankel Co-Chief Executive Officer Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Howard Schwimmer, certify that: 1. 2. 3. 4. I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: (a) (b) (c) (d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) (b) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. February 9, 2024 By: /s/ Howard Schwimmer Howard Schwimmer Co-Chief Executive Officer Exhibit 31.3 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Laura E. Clark, certify that: 1. 2. 3. 4. I have reviewed this annual report on Form 10-K of Rexford Industrial Realty, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: (a) (b) (c) (d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) (b) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. February 9, 2024 By: /s/ Laura E. Clark Laura E. Clark Chief Financial Officer Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Rexford Industrial Realty, Inc. (the “Company”) for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael S. Frankel, Co-Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) (2) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael S. Frankel Michael S. Frankel Co-Chief Executive Officer February 9, 2024 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Rexford Industrial Realty, Inc. (the “Company”) for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard Schwimmer, Co-Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) (2) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Howard Schwimmer Howard Schwimmer Co-Chief Executive Officer February 9, 2024 Exhibit 32.3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Rexford Industrial Realty, Inc. (the “Company”) for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laura E. Clark, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) (2) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Laura E. Clark Laura E. Clark Chief Financial Officer February 9, 2024 Exhibit 97.1 REXFORD INDUSTRIAL REALTY, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy shall apply to current and former Officers of the Company. Each Officer shall be required to sign an acknowledgment pursuant to which such Officer will agree to be bound by the terms of, and comply with, this Policy; however, any Officer’s failure to sign any such acknowledgment shall not negate the application of this Policy to the Officer. 2. Compensation Subject to Policy This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period. In addition, the Committee may in its discretion recover from any current or former Officer that the Committee in its discretion determines engaged in fraudulent or willful misconduct related to a Restatement, compensation earned based on performance goals that do not relate to a Financial Reporting Measure and/or compensation from awards that vest based solely by reference to continued employment or service (together, “Other Covered Compensation”), in each case, to the extent granted or paid in the Three Year Period, with such recovery to apply (if at all) in such manner as may be determined by the Committee. 3. Recovery of Compensation In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation or Other Covered Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates. 4. Manner of Recovery; Limitation on Duplicative Recovery The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation and/or Other Covered Compensation, which may include, 1 without limitation, reduction or cancellation by the Company (or an affiliate of the Company) of Incentive-Based Compensation, Erroneously Awarded Compensation and/or Other Covered Compensation, reimbursement or repayment to the Company by any person subject to this Policy of the Erroneously Awarded Compensation and/or Other Covered Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation and/or Other Covered Compensation against other compensation payable by the Company or an affiliate of the Company to such person (including without limitation Incentive-Based Compensation). Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation and/or Other Covered Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation and/or Other Covered Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation and/or Other Covered Compensation may be credited to the amount of Erroneously Awarded Compensation and/or Other Covered Compensation required to be recovered pursuant to this Policy from such person. 5. Administration This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equity holders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules. 6. Interpretation This Policy shall be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith. 7. No Indemnification; No Liability The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation or Other Covered Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy. 8. Application; Enforceability 2 As of the Effective Date, this Policy supersedes and replaces the Compensation Recovery Policy dated February 8, 2021 (the “Prior Policy”); provided, that, notwithstanding the foregoing, any Incentive Compensation (as defined in the Prior Policy) received prior to the Effective Date shall continue to remain subject to the Prior Policy. Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company. 9. Severability The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. 10. Amendment and Termination The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association. 11. Definitions “Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed. “Committee” means the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board. “Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules. “Exchange Act” means the Securities Exchange Act of 1934, as amended. 3 “Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equity holder return. “GAAP” means United States generally accepted accounting principles. “IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board. “Impracticable” means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company has (i) made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder. “Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after such person began service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the Company has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period. “Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act. “Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. “Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year. 4 ACKNOWLEDGMENT AND CONSENT TO POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION The undersigned has received a copy of the Policy for Recovery of Erroneously Awarded Compensation (the “Policy”) adopted by Rexford Industrial Realty, Inc. (the “Company”). For good and valuable consideration, the receipt of which is acknowledged, the undersigned agrees to the terms of the Policy and agrees that compensation received by the undersigned may be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with the Policy, notwithstanding any other agreement to the contrary. The undersigned executive agrees to take all actions requested by the Company to enable or facilitate the enforcement of the Policy and any Other Recovery Arrangements (as defined in the Policy) applicable to the undersigned (including, without limitation, any reduction, cancellation, forfeiture or recoupment of any compensation that the undersigned has received or to which the undersigned may become entitled). The undersigned further acknowledges and agrees that the undersigned is not entitled to indemnification in connection with any enforcement of the Policy and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise. ___________________ ________________________________________ Date Signature ________________________________________ Name ________________________________________ Title 1

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