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): February 16, 2024 

(212) 692-7200

(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 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. ☐

On February 16, 2024, LXP Industrial Trust (the “Trust”) filed a shelf registration statement on Form S-3 (File No. 333-277142) with the Securities and Exchange Commission (the “SEC”). On February 16, 2024, the Trust filed a prospectus supplement, dated February 16, 2024 (the “ATM Prospectus Supplement”), covering the sale of up to $350,000,000 aggregate offering price of shares of beneficial interest classified as common stock of the Trust, par value $0.0001 per share (the “Securities”) with the SEC. On February 16, 2024, the Trust also filed a prospectus supplement, dated February 16, 2024, with the SEC related to the Trust’s Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan.

In connection with the filing of the ATM Prospectus Supplement, on February 16, 2024, the Trust entered into Amendment No. 2 (the “Amendment No. 2”) to the Equity Sales Agreement dated as of November 27, 2019, (the “Equity Sales Agreement”), as amended by Amendment No. 1 to the Equity Sales Agreement, dated as of February 19, 2021 (the “Amendment No. 1” and together with the Equity Sales Agreement and Amendment No. 2, the “Amended Equity Sales Agreement”), with Jefferies LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC and Evercore Group L.L.C., acting in their capacity as sales agents or Forward Sellers (as described below), and Jefferies LLC, KeyBanc Capital Markets Inc., Bank of America, N.A., Mizuho Markets Americas LLC and Regions Securities LLC or one of their respective agents or affiliates, acting in their capacity as Forward Purchasers or Forward Sellers (each as defined below), for the sale, from time to time, of the Securities. The Trust refers to these entities, when acting in their capacity as sales agents, individually as a “Sales Agent” and collectively as “Sales Agents.”

The Securities may be offered and sold through the Sales Agents in negotiated transactions or 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 by means of ordinary brokers’ transactions, including directly or on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. The Trust also may sell shares of its common stock to each of the Sales Agents as principal for its own account, at a price to be agreed upon at the time of sale.

The Amended Equity Sales Agreement also provides that the Trust may enter into one or more forward sale agreements between the Trust and any of Jefferies LLC, KeyBanc Capital Markets Inc., Bank of America, N.A., Mizuho Markets Americas LLC, Regions Securities LLC or one of their respective agents or affiliates. The Trust refers to these entities, when acting in such capacity, as “Forward Purchaser,” and collectively, in such capacity, as “Forward Purchasers.” The Trust refers to the Sales Agents, when acting as agents for the Forward Purchasers (as described below) as “Forward Sellers.” In connection with any forward sale agreement, the relevant Forward Purchaser will borrow from third parties and, through the relevant Forward Seller, sell a number of common shares equal to the number of common shares underlying the particular forward sale agreement.

The Trust will not initially receive any proceeds from the sale of borrowed common shares by any Forward Seller. The Trust expects to receive proceeds from the sale of common shares, subject to certain adjustments, upon future physical settlement(s) of the relevant forward sale agreement with the relevant Forward Purchaser on dates specified by the Trust on or prior to the maturity date of such forward sale agreement (no later than a date that is up to two years from entry into such forward sale agreement). The Trust expects to physically settle each forward sale agreement. The Trust also has the ability to elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. If the Trust elects to cash settle any forward sale agreement, it may not receive any proceeds, and it may owe cash to the relevant Forward Purchaser in certain circumstances. If the Trust elects to net share settle any forward sale agreement, it will not receive any proceeds, and it may owe common shares to the relevant Forward Purchaser in certain circumstances.

Each Sales Agent will be entitled to compensation of up to 2.0% of the gross sales price per share for any Securities sold through it as the Trust’s sales agent. In connection with any forward sale agreement, the Sales Agent acting as the Forward Seller will receive, in the form of a forward price that will be reduced from the initial forward price payable by the relevant Forward Purchaser under the terms of such forward sale agreement, a commission at a mutually agreed rate that will not exceed 2.0% of the gross sales price of all common shares sold during the applicable forward hedge selling period by it as a Forward Seller.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Copies of the Equity Sales Agreement, Amendment No. 1 and Amendment No. 2 are included as Exhibit 1.1, Exhibit 1.2 and Exhibit 1.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the Amended Equity Sales Agreement is qualified in its entirety by reference to the full text of the Amended Equity Sales Agreement.

On February 16, 2024, Hogan Lovells US LLP delivered its legality opinion with respect to the Securities to be issued pursuant to the Amended Equity Sales Agreement. A copy of the legality opinion is attached hereto as Exhibit 5.1.

On February 16, 2024, Hogan Lovells US LLP delivered its legality opinion with respect to the common shares to be issued pursuant to the Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan. A copy of the legality opinion is attached hereto as Exhibit 5.2.

(d) Exhibits.

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.