First Industrial Realty Trust (FR) S-8Registration of securities for employees

This Registration Statement on Form S-8 is being filed by First Industrial Realty Trust, Inc. (the “Registrant”) to register 2,015,820 additional shares of common stock, par value $0.01 per share (“Common Stock”), reserved for issuance under the First Industrial Realty Trust, Inc. 2024 Stock Incentive Plan (the “2024 Plan”).

Concurrently herewith, the Registrant is filing Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8 (No 333-238538) relating to Common Shares that were authorized to be awarded under the Registrant’s 2014 Stock Incentive Plan, amended and restated as of December 1, 2018 (the “2014 Plan”). As of April 30, 2024, there were 2,884,180 Common Shares, that were authorized to be awarded by the Registrant under the 2014 Plan but were not issued or subject to outstanding awards granted under the 2014 Plan. Accordingly, as a result of the approval of the 2024 Plan, these 2,884,180 Common Shares are no longer available for new awards under the 2014 Plan and will not be issued under the 2014 Plan. Under the terms of the 2024 Plan, the Registrant may issue up to 4,900,000 Common Shares, which includes the Common Shares that are no longer available for new awards under the 2014 Plan.

The information specified in this Part I of Form S-8 is included in documents sent or given to the participants in the 2024 Plan as specified by Rule 428(b)(1) of the Securities Act of 1933. Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.

The following documents previously or concurrently filed (file no. 1-13102) by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference into this registration statement:

All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be part hereof from the date of filing of such documents, except that any documents or information deemed to have been furnished and not filed shall not be deemed incorporated by reference into this registration statement in accordance with SEC rules.

Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this registration statement and the prospectus which is a part hereof (the “Prospectus”) to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement and the Prospectus.

The Articles of Amendment and Restatement of the Registrant, as amended, contain certain provisions limiting the liability of the directors and officers as permitted by Section 5-418 of the Courts and Judicial Proceedings Article of the Maryland Code (the “Courts and Judicial Proceedings Article”). The Registrant’s Articles of Amendment and Restatement, as amended, provide certain limitations, permitted under Maryland General Corporation Law (the “MGCL”), on each director’s and officer’s personal liability for monetary damages for breach of any duty as a director or officer. Section 5-418 of the Courts and Judicial Proceedings Article generally permits a Maryland corporation to limit the liability of its directors and officers to the corporation and its stockholders for money damages, except to the extent that: (a) it is proved that the director or officer actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received or (b) a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding in the proceeding that the director’s or officer’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

In addition, the Registrant’s Articles of Amendment and Restatement, as amended, and Third Amended and Restated Bylaws obligate the Registrant to indemnify its directors and officers, and permit the Registrant to indemnify its employees and other agents, against certain liabilities and expenses incurred in connection with their service in such capacities, as well as advancement of reasonable expenses, to the fullest extent permitted under the MGCL. Section 2-418 of the MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the directors or officers in connection with any proceeding to which they may be made a party by reason of their service in such capacities, unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to such proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property, or services, or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

The directors and officers of the Registrant are also entitled to the benefits of liability insurance maintained by the Registrant for certain losses arising from claims or charges made against any officer or director in connection with his or her service in such capacity.

The following is a complete list of exhibits filed or incorporated by reference as part of this registration statement:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 1, 2024.