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): April 23, 2024

Terreno Realty Corporation

(Exact name of registrant as specified in its charter)

10500 NE 8th Street, Suite 1910

Bellevue, WA 98004

(Address of principal executive offices) (Zip Code)

(415) 655-4580

(Registrant’s telephone number, including area code)

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):

Securities registered pursuant to Section 12(b) of the Securities Act:

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. ☐

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

On April 23, 2024, Melinda Weston, Chief Accounting Officer of Terreno Realty Corporation (the “Company”), notified the Company that she would be resigning, effective June 30, 2024. Ms. Weston informed the Company that her decision to resign was for personal reasons, and not as a result of any disagreement with the Company’s management or Board of Directors.

Upon Ms. Weston’s resignation, Jaime J. Cannon, the Company’s Executive Vice President, Chief Financial Officer and Secretary, will assume the role of principal accounting officer. Mr. Cannon previously held this role prior to Ms. Weston’s appointment as Chief Accounting Officer. Mr. Cannon’s biographical and business experience information may be found in the Company’s definitive proxy statement for its 2024 annual meeting. Mr. Cannon is not a party to any transactions required to be reported pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings with any other person pursuant to which Mr. Cannon would be appointed as the principal accounting officer, and there are no family relationships between Mr. Cannon and any director or executive officer of the Company.

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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.

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