Tax withholding drives large share surrender at Rexford (NYSE: REXR)
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Rexford Industrial Realty, Inc. director Howard Schwimmer surrendered 281,813 shares of common stock on April 9, 2026 to cover tax withholding due on the vesting of 560,406 shares of restricted common stock. This was recorded as a tax-withholding disposition, not an open-market sale.
After the transaction, Schwimmer directly holds 328,806 shares of common stock. He also has indirect ownership of 13,575 shares held by the Schwimmer Family Irrevocable Trust, where he is a trustee and disclaims beneficial ownership except for his pecuniary interest. Footnotes note additional partnership interests through OP Units, LTIP Units, and Performance Units in the company’s operating partnership.
Positive
- None.
Negative
- None.
Insights
Large share surrender reflects routine tax withholding on vested equity, not a market sale.
Director Howard Schwimmer surrendered 281,813 Rexford common shares at $34.28 per share to satisfy tax obligations on 560,406 vested restricted shares. Code F and the footnote clarify this is payment of tax withholding by delivering shares, rather than an open-market sale decision.
Following the transaction, he still directly holds 328,806 common shares and indirectly 13,575 shares via a family trust, along with sizeable OP Units, LTIP Units and Performance Units in the operating partnership. Because this is a mechanistic tax event with substantial ongoing exposure, it is typically viewed as neutral for sentiment.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Schwimmer Howard
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock, par value $0.01 | 281,813 | $34.28 | $9.66M |
| holding | Common Stock, par value $0.01 | -- | -- | -- |
Holdings After Transaction:
Common Stock, par value $0.01 — 328,806 shares (Direct);
Common Stock, par value $0.01 — 13,575 shares (Indirect, See Footnote)
Footnotes (1)
- Represents Common Stock surrendered to the Issuer as payment of tax withholding due upon vesting of 560,406 shares of restricted common stock on April 9, 2026. The Reporting Person also owns the following derivative securities: (i) 119,320 common units of limited partnership interest ("OP Units") in the Company's operating partnership subsidiary, Rexford Industrial Realty, L.P. (the "Operating Partnership"), of which 935 OP Units are held by the Schwimmer Living Trust dated December 14, 2001 (the "Living Trust") of which the Reporting Person is a trustee, and of which 42,002 OP Units are held by the Schwimmer Family Irrevocable Trust (the "Family Trust") of which the Reporting Person is a trustee, (ii) 812,077 LTIP Units, a class of limited partnership units in the Operating Partnership and (iii) 657,712 Performance Units, a class of limited partnership units in the Operating Partnership. The Reporting Person disclaims beneficial ownership of the OP Units held by the Living Trust and the Family Trust, except to the extent of his pecuniary interest therein. Represents shares of common stock held by the Family Trust, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such common stock, except to the extent of his pecuniary interest therein.
Key Figures
Shares surrendered for tax withholding: 281,813 shares at $34.28
Restricted shares vested: 560,406 shares
Direct common shares after transaction: 328,806 shares
+4 more
7 metrics
Shares surrendered for tax withholding
281,813 shares at $34.28
Common stock surrendered on April 9, 2026 for tax withholding
Restricted shares vested
560,406 shares
Restricted common stock vested on April 9, 2026
Direct common shares after transaction
328,806 shares
Direct Rexford common stock holdings after tax-withholding event
Indirect common shares via Family Trust
13,575 shares
Common stock held by Schwimmer Family Irrevocable Trust
OP Units held
119,320 OP Units
Common units of limited partnership interest in operating partnership
LTIP Units held
812,077 LTIP Units
Limited partnership LTIP Units in operating partnership
Performance Units held
657,712 Performance Units
Performance Units in operating partnership
Key Terms
tax withholding, restricted common stock, OP Units, LTIP Units, +1 more
5 terms
tax withholding financial
"Represents Common Stock surrendered to the Issuer as payment of tax withholding due upon vesting"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
restricted common stock financial
"tax withholding due upon vesting of 560,406 shares of restricted common stock on April 9, 2026"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
OP Units financial
"119,320 common units of limited partnership interest ("OP Units") in the Company's operating partnership subsidiary"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
LTIP Units financial
"812,077 LTIP Units, a class of limited partnership units in the Operating Partnership"
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
Performance Units financial
"657,712 Performance Units, a class of limited partnership units in the Operating Partnership"
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
FAQ
What did Rexford Industrial Realty (REXR) director Howard Schwimmer report in this Form 4?
Howard Schwimmer reported surrendering 281,813 shares of Rexford common stock to cover tax withholding on vested restricted shares. This was recorded as a tax-withholding disposition, not an open-market sale, and he continues to hold substantial direct and indirect equity interests in the company.