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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): November 10, 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 ☐

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 The disclosure set forth under Items 5.02, 5.03 and 8.01 below is incorporated herein by reference.



Item 3.03 Material Modifications to Rights of Security Holders.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements Of Certain Officers.

The Board of Trustees of LXP Industrial Trust (the "Trust"), including all of the members of the Compensation Committee, approved an amendment (the “Plan Amendment”) to the LXP Industrial Trust 2022 Equity-Based Award Plan (the “Plan”), effective November 10, 2025. The Plan Amendment ratably adjusted the aggregate number of shares of beneficial interest of the Trust, par value $0.0001 per share, classified as "common stock" (the "Common Shares") issuable under the Plan to reflect a one-for-five reverse share split of the outstanding Common Shares (the "Reverse Split"). Equity and equity-based awards outstanding under the Plan have also been ratably adjusted to reflect the Reverse Split.

The description of the Plan Amendment contained in this Item 5.02 is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth under Item 8.01 below is incorporated herein by reference.

Effective as of 5:00 p.m. ET on November 10, 2025 (the "Effective Time"), the Trust amended its Amended and Restated Declaration of Trust pursuant to an Articles of Amendment to the Trust’s Amended and Restated Declaration of Trust (the “Articles of Amendment”) filed with the State Department of Assessments and Taxation of Maryland. Pursuant to the Articles of Amendment, at the Effective Time, each outstanding Common Share, par value $0.0001 per share, automatically reclassified into 1/5th of a Common Share, par value $0.0001 per share. If the Reverse Split would result in the issuance of a fraction of Common Share, such fractional share shall be rounded down to the nearest full share and the Trust shall pay the holder otherwise entitled to such fraction a sum in cash in an amount equal to the relevant percentage of the amount received per share upon the sale in one or more open market transactions of the aggregate of all such fractional shares. As a result of the Reverse Split, the number of outstanding Common Shares was reduced to approximately 59.2 million shares.

Each shareholder’s percentage ownership in the Trust and proportional voting power remains unchanged after the Reverse Split, except for minor changes resulting from the payment of cash for fractional shares. The rights and privileges of shareholders are unaffected by the Reverse Split. There will be no change to the number of authorized shares of the Trust’s common shares as a result of the Reverse Split. The Trust's trading symbol will remain unchanged, but the CUSIP number for the Trust's registered Common Shares was changed to 529043408.

The foregoing summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 10, 2025, the Trust issued a press release announcing the completion of the Reverse Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this “Item 7.01 - Regulation FD Disclosure”, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Trust under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

As previously announced, the Trust completed a one-for-five Reverse Split of the outstanding Common Shares, effective at 5:00 p.m. ET on November 10, 2025. As a result of the Reverse Split, there are approximately 59.2 million Common Shares issued and outstanding.




As a result of the Reverse Split, effective November 10, 2025, the conversion rate of the Trust's 6.50% Series C Preferred Stock adjusted from a conversion rate of approximately 2.4339 Common Shares per share of 6.50% Series C Preferred Stock to approximately 0.48678 Common Shares per share of 6.50% Series C Preferred Stock.

The previously announced quarterly dividend of $0.14 per Common Share for shareholders of record as of December 31, 2025 will be $0.70 per share after accounting for the Reverse Split.

The Trust has registration statements on Form S-3ASR (File No. 333-277142) and registration statements on Form S-8 (File No. 333-288228, 333-266016, 333-102232, 333-85625 and 33-85658) on file with the Securities and Exchange Commission (the “Commission”). Commission regulations permit the Trust to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3ASR or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed Common Shares deemed to be covered by the effective registration statements of the Trust described above are proportionately reduced as of the Effective Time to give effect to the Reverse Split.


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: November 10, 2025 By: /s/ Joseph S. Bonventre
    Joseph S. Bonventre
    Secretary

EX-3.1 2 exhibit31-articlesofamendm.htm EX-3.1 Document
Exhibit 3.1
LXP INDUSTRIAL TRUST
ARTICLES OF AMENDMENT

LXP Industrial Trust, a Maryland real estate investment trust (the “Trust”) under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Maryland REIT Law”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Amended and Restated Declaration of Trust of the Trust, filed on December 29, 2006 (as amended, the “Declaration of Trust”), are hereby amended to provide that, upon the Effective Time (as defined below), each share of beneficial interest, $0.0001 par value per share, classified as “common stock” of the Trust that was issued and outstanding immediately prior to the Effective Time shall be reclassified into one-fifth of a share of beneficial interest, $0.0005 par value per share, classified as “common stock” with the aggregate par value of the outstanding common shares of beneficial interest remaining unchanged; provided that no fractional common shares of beneficial interest of the Trust will be or remain issued under such amendment and each shareholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to such shareholder’s pro rata percentage of the amount received per share upon the sale in one or more open market transactions of the aggregate of all such fractional shares.

SECOND: The amendment to the Declaration of Trust as set forth in Article FIRST above has been duly approved and advised by the Board of Trustees of the Trust as required by law. Pursuant to Section 8-501(f)(3) of the Maryland REIT Law, no shareholder approval was required.

THIRD: The Declaration of Trust is hereby further amended, effective upon the Effective Time, to change the par value of the shares of beneficial interest classified as “common stock” of the Trust issued and outstanding after giving effect to Article FIRST hereof from $0.0005 per share to $0.0001 per share, and in connection therewith, there shall be transferred from the Common Shares account on the Trust’s balance sheet to the Additional Paid In Capital and Other account on the Trust’s balance sheet $0.0004 per share of beneficial interest classified as “common stock” immediately outstanding after such change in par value per share.

FOURTH: The amendment to the Declaration of Trust as set forth in Article THIRD above has been duly approved and advised by the Board of Trustees of the Trust as required by law. The amendment set forth in Article THIRD above is limited to changes expressly authorized by Section 8-501(e)(2) of the Maryland REIT Law to be made without action by the shareholders of the Trust.

FIFTH: There has been no change in the authorized shares of beneficial interest of the Trust or the aggregate par value of the authorized shares of beneficial interest of the Trust effected by the amendments to the Declaration of Trust as set forth above.

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SIXTH: These Articles of Amendment will become effective at 5:00 p.m. Eastern Time on November 10, 2025 (the “Effective Time”).

SEVENTH: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Trust and as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, LXP Industrial Trust has caused these Articles of Amendment to be executed under seal in its name and on its behalf by the undersigned officer, and attested to by its Secretary, on this 30th day of October, 2025.

LXP INDUSTRIAL TRUST

By: /s/ T/ Wilson Eglin
T. Wilson Eglin
Chairman, Chief Executive Officer
and President


Attest: /s/ Joseph S. Bonventre
Joseph S. Bonventre
Secretary
3
EX-10.1 3 exhibit101-planamendment.htm EX-10.1 Document
Exhibit 10.1
AMENDMENT
to the
LXP INDUSTRIAL TRUST
2022 EQUITY-BASED AWARD PLAN
November 10, 2025

This Amendment (this “Amendment”) to the LXP Industrial Trust 2022 Equity-Based Award Plan is hereby adopted by the Board of Trustees (the “Board”) of LXP Industrial Trust (the “Trust”), effective as of the date first referenced above.

WHEREAS, the Compensation Committee of the Board (the “Compensation Committee”) adopted the LXP Industrial Trust 2022 Equity-Based Award Plan (the “Plan”) on April 1, 2022, and shareholders of the Trust approved the Plan on May 24, 2022;

WHEREAS, the Compensation Committee adopted a clarifying amendment to the Plan on January 5, 2024;

WHEREAS, the Compensation Committee adopted an amendment to increase the number of shares available for issuance under the Plan, as amended, on April 3, 2025, and shareholders of the Trust approved such amendment on May 27, 2025;

WHEREAS, references herein to the “Plan” below shall mean the Plan as amended to date;

WHEREAS, as of the date first set forth above, the Trust has effectuated a 1-for-5 reverse share split (the “Reverse Share Split”) of the shares of the Trust’s common stock, par value $0.0001 per share (“Shares”);

WHEREAS, pursuant to Article 12(a) of the Plan, the Compensation Committee shall equitably adjust the number of Shares covered by each outstanding Award (as defined in the Plan), and the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, the maximum annual Share limit on Awards to any individual Participant (as defined in the Plan), as well as the exercise or other price per Share covered by each such outstanding Award, to reflect any increase or decrease in the number of issued Shares resulting from a stock-split, reverse stock-split, stock dividend, combination, recapitalization or reclassification of the Shares, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Trust; and

WHEREAS, the Board wishes to amend the Plan to reduce the number of Shares that have been authorized for issuance under the Plan and reduce the maximum annual Share limit on Awards to any individual Participant to reflect the Reverse Share Split.


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NOW, THEREFORE, BE IT RESOLVED,

1.Section 3(a) of the Plan is hereby amended to change the total number of Shares available for issuance under the Plan from 9,000,000 Shares to 1,800,000 Shares (plus any shares subject to outstanding awards under the Amended and Restated Lexington Realty Trust 2011 Equity-Based Award Plan).

2.Except as modified herein, all terms and conditions of the Plan shall remain in full force and effect.

3.This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Maryland, without regard to conflicts of law.

4.If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

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EX-99.1 4 exhibit991-pressreleasenov.htm EX-99.1 Document
Exhibit 99.1
FOR IMMEDIATE RELEASE

LXP INDUSTRIAL TRUST COMPLETES REVERSE SHARE SPLIT

West Palm Beach, Fla., November 10, 2025 - LXP Industrial Trust (“LXP”) (NYSE:LXP), a real estate investment trust focused on Class A warehouse and distribution real estate investments, today announced it completed a reverse split of its common shares at a ratio of 1-for-5.

After the close of business on November 10, 2025, the effective date of the reverse share split, each share of LXP’s issued and outstanding common shares was reclassified into 1/5th of a common share. As a result of the reverse share split, the number of outstanding common shares was reduced from approximately 295.8 million shares to approximately 59.2 million shares. The reverse share split will affect all shareholders proportionally and will not affect any shareholder’s ownership percentage of LXP common shares, except for minor changes resulting from the payment of cash for fractional shares.

As of market open on November 11, 2025, LXP’s common shares will commence trading on a split-adjusted basis on the New York Stock Exchange (the “NYSE”). The common shares will continue to trade on the NYSE under the symbol “LXP” but will trade under a new CUSIP number (529043408).

The previously announced quarterly dividend of $0.14 per common share for shareholders of record as of December 31, 2025 will be $0.70 per share after accounting for the 1-for-5 reverse share split.

LXP shareholders should contact their broker or LXP’s transfer agent, Computershare, at (800) 546-5141 (or (781) 575-2765 for international), for any necessary assistance relating to the reverse share split.

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 lower Midwest. LXP seeks to expand its warehouse and distribution portfolio through acquisitions, build-to-suit transactions, sale-leaseback transactions, development projects and other transactions. For more information, including LXP's Quarterly Supplemental Information package, or to follow LXP on social media, visit www.lxp.com.

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

This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-looking statements, including, but not limited to, statements regarding the use of proceeds from the sale. Such forward-looking statements involve known and unknown risks, uncertainties and other factors not under LXP's control which may cause actual results, performance or achievements of LXP to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those factors and risks detailed in LXP's periodic filings with the SEC. Except as required by law, LXP undertakes 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.