Rexford Industrial Realty, Inc. (NYSE:REXR) Files An 8-K Other Events

Item8.01 Other Events.

In connection with the commencement of a continuous equity
offering under which Rexford Industrial Realty, Inc. (the
Company) may sell up to an aggregate of $150million of shares of
the Companys common stock, par value $0.01 per share (the Shares)
from time to time in at the market offerings (the Offering), on
June 12, 2017, the Company filed with the Securities and Exchange
Commission (the SEC) a prospectus supplement (the Prospectus
Supplement). The Company may sell the Shares in amounts and at
times to be determined by the Company from time to time but has
no obligation to sell any of the Shares in the Offering. Actual
sales will depend on a variety of factors to be determined by the
Company from time to time, including (among others) market
conditions, the trading price of the Companys common stock,
capital needs and determinations by the Company of the
appropriate sources of funding for the Company.

The Offering replaces the Companys previous $125million
continuous equity offering to those certain equity distribution
agreements, dated April17, 2015, as amended (the Prior Offering).
All $125million of shares of the Companys common stock under the
Prior Offering have been sold.

The Offering will occur to certain equity distribution agreements
(the Agreements) entered into by the Company, Rexford Industrial
Realty, L.P. and each of Wells Fargo Securities, LLC, Merrill
Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, Jefferies LLC and
Stifel, Nicolaus Company, Incorporated as agents for the offer
and sale of the Shares (each individually, a Sales Agent, and
together, the Sales Agents). The Offering will terminate upon the
earlier of (1)the sale of an aggregate of $150million of Shares
to the Offering or (2)the termination of all of the Agreements.
The Agreements may be terminated by the Sales Agents or the
Company at any time upon prior written notice, and by the Sales
Agents at any time in certain circumstances, including the
Companys failure to maintain a listing of its common stock on the
New York Stock Exchange (NYSE) or the occurrence of a material
adverse change in the Company. Collectively, the Agreements
provide that the Company may offer and sell from time to time up
to an aggregate of $150million of the Shares to the Agreements
through the Sales Agents. The Agreements provide that a Sales
Agent will be entitled to compensation equal to 1.5% of the gross
proceeds from the sale of any of the Shares sold under the
Agreement to which such Sales Agent is a party.

Sales of the Shares, if any, under the Agreements may be made in
transactions that are deemed to be at the market offerings as
defined in Rule 415 under the Securities Act of 1933, as amended,
including sales made directly on the NYSE or sales made to or
through a market maker other than on an exchange. The Company or
any of the Sales Agents may at any time suspend the offering or
terminate the Agreements to the terms of the Agreements.

The Company may also sell some or all of the Shares to a Sales
Agent as principal for its own account at a price agreed upon at
the time of sale.

The Shares will be issued to the Prospectus Supplement and the
Companys shelf registration statement on Form S-3 (File
No.333-210691) filed on April11, 2016, with the SEC. This Current
Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any security nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

The Agreements are filed as Exhibits 1.1 through 1.6 to this
Current Report. The description of the Agreements does not
purport to be complete and is qualified in its entirety by
reference to the Agreements filed as exhibits to this Current
Report on Form 8-K and incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

About Rexford Industrial Realty, Inc. (NYSE:REXR)

Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (REIT). The Company is focused on owning, operating and acquiring industrial properties in Southern California infill markets. The Company’s consolidated portfolio consisted of approximately 119 properties with over 12.0 million rentable square feet. The Company also owns interest in a joint venture (the JV) that indirectly owns one property with approximately 0.5 million square feet, which it also manages. The Company manages an additional 19 properties with approximately 1.2 million rentable square feet. The Company’s properties are concentrated in various industries, such as wholesale and retail, light manufacturing, industrial equipment and components, warehousing and storage, food and beverage, business services, construction, automotive, paper and printing, pharmaceuticals and healthcare.