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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2025

LXP INDUSTRIAL TRUST
(Exact name of registrant as specified in its charter)
Maryland
1-12386
13-3717318
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
515 N Flagler Dr, Suite 408,
West Palm Beach
FL
10119-4015
(Address of Principal Executive Offices)
(Zip Code)
(212) 692-7200
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Shares of beneficial interest, par value $0.0001 per share, classified as Common Stock LXP New York Stock Exchange
6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share LXPPRC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐




Item 8.01.    Financial Statements and Exhibits.
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. o On October 15, 2025, LXP Industrial Trust (“LXP”), issued a press release announcing the early tender results for the previously announced cash tender offer (the “Offer”) to purchase for cash an amount of its outstanding $300 million 6.750% Notes due 2028 (the “Notes”), with an aggregate purchase price of up to $150 million (excluding accrued and unpaid interest, which also will be paid to, but excluding, the applicable settlement date and excluding fees and expenses related to the Offer) (the “Tender Cap”). The Offer is being made exclusively pursuant to an offer to purchase, dated October 1, 2025, which sets forth the terms and conditions of the Offer.

As of 5:00 p.m., New York City time, on October 15, 2025 (the “Early Tender Deadline”), $186,042,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn in the Offer. Since the Offer was fully subscribed as of the Early Tender Deadline, LXP will not accept for purchase any Notes validly tendered after the Early Tender Deadline. The Offer will expire at 5:00 p.m., New York City time, on October 30, 2025, unless extended or earlier terminated by LXP in its sole discretion.

On October 16, 2025, LXP also issued a press release announcing the pricing of the Offer. Because the aggregate purchase price of all of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeds the Tender Cap, LXP will not accept for purchase all of the Notes that have been validly tendered and not validly withdrawn and will only accept for purchase the principal amount of the Notes with an aggregate purchase price up to the Tender Cap. Accordingly, the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be subject to proration as described in the Offer to Purchase. LXP will use a proration rate of approximately 75.3% for the Notes and will accept $140,000,000 aggregate principal amount of the Notes for purchase as permitted by applicable law. LXP expects the settlement of all Notes accepted for purchase to occur on October 20, 2025, subject to all conditions to the Offer having been satisfied or waived.

Copies of the press releases announcing early tender results and pricing are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated in this Item 8.01 by reference.

The information contained in this Current Report on Form 8-K, and any announcements related to the Offer, shall not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.


Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits
104 Cover Page Interactive Data File (embedded within the XBRL document)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





LXP Industrial Trust
Date: October 16, 2025 By: /s/ Joseph S. Bonventre
    Joseph S. Bonventre
    Secretary

EX-99.1 2 exhibit991-pressreleaseoct.htm EX-99.1 Document
Exhibit 99.1
FOR IMMEDIATE RELEASE

LXP Industrial Trust Announces Early Results of Cash Tender Offer for Up to $150,000,000 of Outstanding 6.750% Notes due 2028

WEST PALM BEACH, FL., October 15, 2025 -- LXP Industrial Trust (NYSE: LXP) (the “Company”), a real estate investment trust (REIT) focused on Class A warehouse and distribution real estate investments, announced today the early results of the previously announced tender offer (the “Offer”) to purchase for cash an amount of its 6.750% Notes due 2028 (the “Notes”) with an aggregate purchase price up to $150,000,000 (excluding accrued and unpaid interest, which also will be paid to, but excluding, the applicable settlement date and excluding fees and expenses related to the Offer) (the “Tender Cap”).

Title of Security CUSIP Number Principal Amount Outstanding Tender Cap (Purchase Price) Reference U.S. Treasury Security
Bloomberg Reference Page(1)
Fixed Spread (basis points)
Early Tender Premium (per $1,000)(2)
Principal Amount Tendered at Early Tender Deadline
6.750% Notes due 2028 529043 AF8 $300,000,000 $150,000,000 3.375% UST due 9/15/2028 FIT1 50 bps $30.00 $186,042,000
(1)The applicable page on Bloomberg from which the dealer manager will quote the bid-side price of the Reference U.S. Treasury Security (as shown in the table above). In the above table, “UST” denotes a U.S. Treasury Security.
(2)The Total Consideration (as defined below) for Notes validly tendered (and not subsequently validly withdrawn) prior to or at the Early Tender Deadline (as defined below) and accepted for purchase is calculated using the Fixed Spread (as specified above) and is inclusive of the Early Tender Premium (as defined below). In addition, holders whose Notes are accepted will also receive Accrued Interest (as defined below) on such Notes.

The terms and conditions of the Offer are set forth in the offer to purchase, dated October 1, 2025 (the “Offer to Purchase”). The Offer will expire at 5:00 p.m., New York City time, on October 30, 2025, unless extended or earlier terminated by the Company in its sole discretion (the “Expiration Date”).

As of 5:00 p.m., New York City time, on October 15, 2025 (the “Early Tender Deadline”), according to information provided by D.F. King & Co., Inc., the Information and Tender Agent for the Offer, the aggregate principal amount of the Notes set forth in the table above under “Principal Amount Tendered at Early Tender Deadline” had been validly tendered and not validly withdrawn in the Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on October 15, 2025.

The total consideration (the “Total Consideration”) paid in the Offer for Notes that were validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield to maturity of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase and will include an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Deadline and on or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 10:00 a.m., New York City time, on October 16, 2025.

The Company expects to announce the pricing of the Offer, the amount of Notes accepted for purchase, and the approximate proration rate for the Notes on October 16, 2025.

Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline are eligible to receive the Total Consideration for the Notes accepted for purchase. Holders of Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from, and including, the most recent interest payment date for the Notes to, but excluding, the settlement date (the “Accrued Interest”).

Since the Offer for the Notes has been fully subscribed as of the Early Tender Deadline, the Company does not expect to accept for purchase any Notes validly tendered after the Early Tender Deadline.






Exhibit 99.1
INFORMATION RELATED TO THE OFFER

Wells Fargo Securities, LLC is serving as the dealer manager for the Offer. Investors with questions regarding the Offer may contact Wells Fargo Securities, LLC at (704) 410-4759 (collect) or (866) 309-6316 (toll-free) or liabilitymanagement@wellsfargo.com.

None of the Company or its board of trustees, the dealer manager, the tender agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to the Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the Offer does not constitute an offer to buy or the solicitation of an offer to sell the Notes in any jurisdiction or in any circumstances in which such offer or solicitation are unlawful.

The full details of the Offer are included in the Offer to Purchase. Holders are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be obtained from the Information and Tender Agent, D.F. King & Co., Inc., free of charge, by calling (212) 931-0873 (collect, for banks and brokers) or (800) 848-3051 (toll-free, for all others), or by email to lxp@dfking.com.

ABOUT LXP INDUSTRIAL TRUST

LXP Industrial Trust (NYSE: LXP) is a publicly traded real estate investment trust (REIT) focused on Class A warehouse and distribution investments in 12 target markets across the Sunbelt and Midwest. LXP seeks to expand its portfolio through acquisitions, development projects, and build-to-suit and sale/leaseback transactions. For more information or to follow LXP on social media, visit www.lxp.com.
This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under our control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s periodic reports filed with the Securities and Exchange Commission, including risks related to: the Company’s ability to complete the Offer within expected time frames or at all, and other risks and uncertainties described in the Offer to Purchase; national, regional and local economic and political climates and changes in applicable governmental regulations and tax legislation; the outbreak of highly infectious or contagious diseases and natural disasters; authorization by our board of trustees of future dividend declarations; our ability to achieve our estimates of net income attributable to common shareholders and Adjusted Company FFO for the year ending December 31, 2025; the successful consummation of any lease, acquisition, development, build-to-suit, disposition, financing or other transaction, including achieving any estimated yields; the failure to continue to qualify as a real estate investment trust; changes in general business and economic conditions, including the impact of any legislation; competition; inflation and increases in operating costs; labor shortages; supply chain disruption and increases in real estate construction costs and raw materials costs and construction schedule delays; defaults or non-renewals of significant tenant leases; changes in financial markets and interest rates; changes in accessibility of debt and equity capital markets; future impairment charges; international trade disputes or the imposition of significant tariffs or other trade restrictions by the U.S. on imported goods that adversely impact trading volumes and risks related to our investments in our non-consolidated joint ventures.

Copies of the periodic reports the Company files with the Securities and Exchange Commission are available on our web site at www.lxp.com. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects”, “may,” “plans,” “predicts,” “will,” “will likely result,” “is optimistic,” “goal,” “objective” or similar expressions. Except as required by law, we undertake no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.


Contact:
Investor or Media Inquiries for LXP Industrial Trust:
Heather Gentry, Executive Vice President of Investor Relations
Phone: (212) 692-7200 E-mail: hgentry@lxp.com
EX-99.2 3 exhibit992-pressreleaseoct.htm EX-99.2 Document
                                        
Exhibit 99.2
LXP INDUSTRIAL TRUST
TRADED: NYSE: LXP
515 N FLAGLER DR, SUITE 408
WEST PALM BEACH, FL 33401

FOR IMMEDIATE RELEASE

LXP Industrial Trust Announces Pricing of Cash Tender Offer for Up to $150,000,000 of Outstanding 6.750% Notes due 2028

WEST PALM BEACH, FL., October 16, 2025 -- LXP Industrial Trust (NYSE: LXP) (the “Company”), a real estate investment trust (REIT) focused on Class A warehouse and distribution real estate investments, announced today the consideration payable in connection with the previously announced tender offer (the “Offer”) to purchase for cash an amount of its 6.750% Notes due 2028 (the “Notes”) with an aggregate purchase price up to $150,000,000 (excluding accrued and unpaid interest, which also will be paid to, but excluding, the applicable settlement date and excluding fees and expenses related to the Offer) (the “Tender Cap”) as described in the table below.

Title of Security CUSIP Number Principal Amount Outstanding Tender Cap (Purchase Price)
Reference U.S. Treasury Security (1)
Reference Yield Fixed Spread (basis points)
Early Tender Premium (per $1,000) (2)
Total
Consideration
(per $1,000) (2)
6.750% Notes due 2028 529043 AF8 $300,000,000 $150,000,000 3.375% UST due 9/15/2028 3.511% 50 bps $30.00 $1,076.36

(1) In the above table, “UST” denotes a U.S. Treasury Security.
(2) The Total Consideration (as defined below) for Notes validly tendered (and not subsequently validly withdrawn) prior to or at the Early Tender Deadline (as defined below) and accepted for purchase is calculated using the Fixed Spread (as specified above) and is inclusive of the Early Tender Premium (as defined below). In addition, holders whose Notes are accepted will also receive Accrued Interest (as defined in the Offer to Purchase) on such Notes.

The Offer was made on the terms and conditions set forth in the offer to purchase, dated October 1, 2025 (the “Offer to Purchase”). The Offer will expire at 5:00 p.m., New York City time, on October 30, 2025, unless extended or earlier terminated by the Company in its sole discretion (the “Expiration Date”).

The total consideration (the “Total Consideration”) paid in the Offer for Notes that were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on October 15, 2025 (the "Early Tender Deadline") and accepted for purchase was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the bid-side yield to maturity of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase and includes an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”).

Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline are eligible to receive the Total Consideration for the Notes accepted for purchase. Holders of Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from, and including, the most recent interest payment date for the Notes to, but excluding, the settlement date.

Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on October 15, 2025.

Because the aggregate purchase price of all of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeds the Tender Cap, the Company will not accept for purchase all of the Notes that have been validly tendered and not validly withdrawn and will only accept for purchase the principal amount of the Notes with an aggregate purchase price up to the Tender Cap. Accordingly, the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be subject to proration as described in the Offer to Purchase. The Company will use a proration rate of approximately 75.3% for the Notes and will accept $140,000,000 aggregate principal amount of the Notes for purchase as permitted by applicable law. The Company expects the settlement of all Notes accepted for purchase to occur on October 20, 2025, subject to all conditions to the Offer having been satisfied or waived.


                                        
Exhibit 99.2
Since the Offer for the Notes was fully subscribed as of the Early Tender Deadline, the Company will not accept for purchase any Notes validly tendered after the Early Tender Deadline.

INFORMATION RELATED TO THE OFFER

Wells Fargo Securities, LLC is serving as the dealer manager for the Offer. Investors with questions regarding the Offer may contact Wells Fargo Securities, LLC at (704) 410-4759 (collect) or (866) 309-6316 (toll-free) or liabilitymanagement@wellsfargo.com.

None of the Company or its board of trustees, the dealer manager, the tender agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to the Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the Offer does not constitute an offer to buy or the solicitation of an offer to sell the Notes in any jurisdiction or in any circumstances in which such offer or solicitation are unlawful.

The full details of the Offer are included in the Offer to Purchase. Holders are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be obtained from the Information and Tender Agent, D.F. King & Co., Inc., free of charge, by calling (212) 931-0873 (collect, for banks and brokers) or (800) 848-3051 (toll-free, for all others), or by email to lxp@dfking.com.

ABOUT LXP INDUSTRIAL TRUST

LXP Industrial Trust (NYSE: LXP) is a publicly traded real estate investment trust (REIT) focused on Class A warehouse and distribution investments in 12 target markets across the Sunbelt and Midwest. LXP seeks to expand its portfolio through acquisitions, development projects, and build-to-suit and sale/leaseback transactions. For more information or to follow LXP on social media, visit www.lxp.com.

This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under our control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s periodic reports filed with the Securities and Exchange Commission, including risks related to: the Company’s ability to complete the Offer within expected time frames or at all, and other risks and uncertainties described in the Offer to Purchase; national, regional and local economic and political climates and changes in applicable governmental regulations and tax legislation; the outbreak of highly infectious or contagious diseases and natural disasters; authorization by our board of trustees of future dividend declarations; our ability to achieve our estimates of net income attributable to common shareholders and Adjusted Company FFO for the year ending December 31, 2025; the successful consummation of any lease, acquisition, development, build-to-suit, disposition, financing or other transaction, including achieving any estimated yields; the failure to continue to qualify as a real estate investment trust; changes in general business and economic conditions, including the impact of any legislation; competition; inflation and increases in operating costs; labor shortages; supply chain disruption and increases in real estate construction costs and raw materials costs and construction schedule delays; defaults or non-renewals of significant tenant leases; changes in financial markets and interest rates; changes in accessibility of debt and equity capital markets; future impairment charges; international trade disputes or the imposition of significant tariffs or other trade restrictions by the U.S. on imported goods that adversely impact trading volumes and risks related to our investments in our non-consolidated joint ventures.

Copies of the periodic reports the Company files with the Securities and Exchange Commission are available on our web site at www.lxp.com. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects”, “may,” “plans,” “predicts,” “will,” “will likely result,” “is optimistic,” “goal,” “objective” or similar expressions. Except as required by law, we undertake no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.


Contact:
Investor or Media Inquiries for LXP Industrial Trust:
Heather Gentry, Executive Vice President of Investor Relations
Phone: (212) 692-7200 E-mail: hgentry@lxp.com